HANCOCK JOHN SERIES INC, 497, 1995-03-15

HANCOCK JOHN SERIES INC
497, 1995-03-15

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<PAGE> 1

John Hancock Global Resources Fund, March 1, 1995
John Hancock High Yield Bond Fund, March 1, 1995
John Hancock High Yield Tax-Free Fund, March 1, 1995
John Hancock Government Income Fund, March 1, 1995
John Hancock Emerging Growth Fund, March 1, 1995
John Hancock Growth and Income Fund, January 1, 1995
John Hancock Government Securities Trust, September 30, 1994
John Hancock Investment Quality Bond Fund, September 30, 1994
John Hancock U.S. Government Trust, September 30, 1994
John Hancock Intermediate Government Trust, September 30, 1994
John Hancock Adjustable U.S. Government Trust, September 30, 1994
John Hancock Capital Growth, April 29, 1994
John Hancock California Tax Free Income Fund, April 29, 1994
John Hancock Tax Free Bond Fund, April 15, 1994

Supplement to Class A and Class B Prospectus

The "Waiver of Initial Sales Charge" section under PURCHASE OF SHARES is
supplemented as follows:

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

March 15, 1995
<PAGE> 2

JOHN HANCOCK

GOVERNMENT INCOME FUND

A Portfolio of John Hancock Series, Inc.

101 Huntington Avenue Boston, Massachusetts 02199-7603

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

John Hancock Government Income Fund (the "Fund"), a portfolio of John Hancock
Series, Inc. (the "Corporation"), seeks to earn a high level of current income
consistent with the preservation of capital from securities primarily issued or
guaranteed by the U.S. government, its agencies or instrumentalities. The Fund
may seek to hedge against changes in interest rates by engaging in transactions
involving options, futures and options on futures relating to U.S. government
securities. The Corporation is a registered investment company which is
comprised of multiple separate series (investment portfolios) offering investors
a wide range of mutual fund investment choices. This Prospectus relates only to
shares of the Fund.

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

This prospectus briefly sets forth the basic information that you should know
before investing. YOU SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE
REFERENCE. A Statement of Additional Information dated March 1, 1995, containing
further information about the Fund, has been filed with the Securities and
Exchange Commission and is incorporated into this Prospectus by reference. A
copy of the Statement of Additional Information may be obtained without charge
by contacting John Hancock Funds, Inc. ("John Hancock Funds"), whose address and
telephone number are shown on the back cover of this Prospectus.

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

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

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR FINANCIAL INSTITUTION, NOR ARE SHARES OF THE
FUND FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

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

PROSPECTUS DATED MARCH 1, 1995
<PAGE> 3

SUMMARY
- --------------------------------------------------------------------------------

THE FUND AND THE CORPORATION. John Hancock Government Income Fund (the "Fund")
is a series of John Hancock Series, Inc. (the "Corporation") which is organized
as Maryland corporation and is an open-end diversified management investment
company that issues its shares in series each of which is designated as a
"fund."

INVESTMENT OBJECTIVE. The Fund seeks to earn a high level of current income
consistent with preservation of capital from securities primarily issued or
guaranteed by the U.S. Government, its agencies or its instrumentalities.

INVESTMENT ADVISER. John Hancock Advisers, Inc. (the "Investment Adviser")
serves as investment adviser and receives a monthly fee from the Fund at varying
annual percentage rates of average daily net assets, depending on the Fund's
asset size, ranging from a low of .60% to a high of .65%. The Investment Adviser
presently manages a broad range of mutual funds and multiple investment
portfolios representing total assets of approximately $13 billion under
management (see "The Fund and its Management.")

DISTRIBUTION ARRANGEMENTS. The Fund offers two classes of shares, "Class A
Shares" and "Class B Shares," through the Fund's distributor, John Hancock
Funds, Inc. ("John Hancock Funds"). Class A Shares are subject to an initial
sales charge of up to 4.75% at the time of purchase and bear the expense of an
ongoing Rule 12b-1 distribution service fee at an annual rate of up to .25% of
the average daily net assets of the Fund allocable to the Class A Shares. Class
B Shares do not incur a sales charge when they are purchased but (i) are
generally subject to a sales charge if they are redeemed within six years of
purchase (a "contingent deferred sales charge" or "CDSC") and (ii) are subject
to an aggregate distribution and service fee of up to 1% of the Fund's average
daily net assets allocable to the Class B Shares annually. The contingent
deferred sales charges for Class B Shares decline from 5% during the first year
of investment to zero after the sixth year (5%, 4%, 3%, 3%, 2%, 1%), (see
"Alternative Purchase Plan" on page 14). Shares of either class may be purchased
through selected financial services firms having dealer agreements with John
Hancock Funds. The minimum initial and subsequent investment amounts for either
class of shares are $1,000 and $50 ($250 and $25 for a tax sheltered retirement
plan), respectively (see "Purchase of Shares.")

REDEMPTION OF SHARES. Shares of the Fund in any amount may be redeemed at any
time at the net asset value per share next determined after the redemption
request is received in proper form by The Shareholder Services Group (the
"Transfer Agent.") In certain cases, however, redemption proceeds from the Class
B Shares will be reduced by the amount of any applicable contingent deferred
sales charge (see "Redemption and Repurchase of Shares.")

SPECIAL RISK CONSIDERATIONS. Generally, a rise in interest rates will result in
a decrease in the net asset value per share of the Fund, while a decline in
interest rates will result in an increase in the Fund's net asset value per
share. The U.S. government guarantee as to payment of principal and interest of
government backed securities held by the Fund does not extend to the value or
yield of the Fund's shares. In addition, during periods of declining interest
rates, prepayment of mortgages underlying certain obligations held by the Fund
may cause a reduction in the Fund's rate of return. The investment policies and
techniques of the Fund such as foreign government securities (page 9), zero
coupon bonds (page 7), options and futures transactions (page 9) and reverse
repurchase agreements (page 8), may involve a greater degree of risk than those
inherent in more conservative investment approaches, such as money market funds.

The above is qualified in its entirety by the detailed information appearing
elsewhere in this Prospectus and in the Statement of Additional Information.

2
<PAGE> 4
<TABLE>
FUND EXPENSES
- -----------------------------------------------------------------------------------------------------

<CAPTION>
CLASS A SHARES CLASS B SHARES
(INITIAL SALES (DEFERRED SALES
CHARGE CHARGE
ALTERNATIVE) ALTERNATIVE)
-------------- ---------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases...................... 4.75% None
Sales Charge Imposed on Reinvested Dividends................... None None
Deferred Sales Charge (as a percentage of original
purchase price)............................................... None 5.00%
Redemption Fee................................................. None None
Exchange Fee................................................... None None
</TABLE>

<TABLE>
<CAPTION>
CLASS A CLASS B
------- -------
<S> <C> <C>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees(2)............................................. 0.64% 0.64%
12b-1 Fees(3).................................................. 0.25% 1.00%
Other Expenses................................................. 0.29% 0.29%
---- ----
Total Fund Operating Expenses.................................. 1.18% 1.93%
==== ====
</TABLE>

<TABLE>
EXAMPLE A(4): You would pay the following expenses on a $1,000 investment, assuming a 5% annual return and
redemption at the end of each time period.

<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Class A....................................... $59 $83 $109 $184
Class B....................................... $70 $91 $124 $206*
</TABLE>

<TABLE>
EXAMPLE B(4): You would pay the following expenses on the same investment in Example A assuming no redemption:

- ---------------
<FN>
(1) Class A Shares have a reduced initial sales charge for purchases in excess of $100,000.
Purchases of $1 million or more are not subject to a sales charge; however, a contingent
deferred sales charge of 1% will be applied to redemptions within 12 months of such
purchase. The deferred sales charge on Class B Shares declines from 5% during the first
year to 0% after the sixth year in the following manner: 5%, 4%, 3%, 3%, 2% and 1%. See
"Information About Shares of the Fund -- Redemption and Repurchase of Shares."

(2) See "The Fund and Its Management."

(3) See "The Fund and Its Management -- Distribution Plans."

(4) Expenses in Examples above have been restated to reflect current fees and should not be
considered a representation of past or future expenses. Actual expenses may be greater
or less than those shown above. Use of assumed (5%) return is mandated by the Securities
and Exchange Commission. THE FUND'S PAYMENT OF A DISTRIBUTION FEE MAY RESULT IN A LONG-TERM
SHAREHOLDER PAYING MORE THAN THE ECONOMIC EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGE
PERMITTED UNDER THE NATIONAL ASSOCIATION OF SECURITIES DEALERS' RULES OF FAIR PRACTICE.

* Assumes tax-free automatic exchange of Class B Shares for Class A Shares after the eight
year period following the initial purchase of Class B Shares. If the exchange is declined,
such Class B expenses would be $225.

</TABLE>
3
<PAGE> 5
<TABLE>
FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------------------------------------

Financial highlights for John Hancock Government Income Fund (formerly Transamerica Government Income Fund) for the period September
30, 1994 through October 31, 1994, in the case of Class A Shares, and for each of the six years, in the case of Class B Shares, in
the period ended October 31, 1994 and the period February 23, 1988 through October 31, 1988 have been audited by Ernst & Young LLP,
independent auditors, whose unqualified report thereon as well as other financial statements of the Fund are included in the
Statement of Additional Information. The Fund's annual report contains a discussion of the Fund's performance and is made
available upon request without charge.

<CAPTION>
CLASS A SHARES CLASS B SHARES
----------------- --------------------------------------------------------------

PERIOD FROM YEAR ENDED OCTOBER 31,
SEPT. 30, 1994 TO ---------------------------------------------------------------
OCT. 31, 1994(1) 1994 1993 1992 1991
----------------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Per share income and capital changes for a
share outstanding during each period:
Net asset value, beginning of period..... $ 8.85 $ 10.05 $ 9.83 $ 9.79 $ 9.37
INCOME FROM INVESTMENT OPERATIONS
Net investment income.................... 0.06 0.65 0.70 0.80 0.89
Net realized and unrealized gain (loss)
on securities........................... (0.10) (1.28) 0.24 0.03 0.40
-------- -------- -------- -------- --------
Total from Investment Operations...... (0.04) (0.63) 0.94 0.83 1.29
LESS DISTRIBUTIONS
Dividends from net investment income..... (0.06) (0.65) (0.72) (0.79) (0.87)
Distributions from realized gains........ -- (0.02) -- -- --
-------- -------- -------- -------- --------
Total Distributions................... (0.06) (0.67) (0.72) (0.79) (0.87)
-------- -------- -------- -------- --------
Net asset value, end of period........... $ 8.75 $ 8.75 $ 10.05 $ 9.83 $ 9.79
======== ======== ======== ======== ========
TOTAL RETURN(3)....................... (0.45)% (6.42)% 9.86% 8.81% 14.38%
======== ======== ======== ======== ========
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average
net assets.............................. 1.12% 1.93% 2.00% 2.00% 2.00%
Ratio of interest expense to average
net assets.............................. -- 0.01% 0.01% 0.15% --
-------- -------- -------- -------- --------
Ratio of total expenses to average
net assets.............................. 0.12% 1.94% 2.01% 2.15% 2.00%
Ratio of expense reimbursement to average
net assets.............................. -- -- -- -- --
-------- -------- -------- -------- --------
Ratio of net expenses to average
net assets.............................. 0.12% 1.94% 2.01% 2.15% 2.00%
======== ======== ======== ======== ========
Ratio of net investment income to average
net assets.............................. 0.71% 6.98% 7.06% 8.03% 9.09%
Portfolio turnover....................... 92% %92 138% 112% 162%
Net Assets, end of period
(in thousands).......................... $ 223 $241,061 $293,413 $225,540 $129,014
Debt outstanding at end of period
(in thousands)(4)....................... $ 0 $ 0 $ 0 $ 0 --
Average daily amount of debt outstanding
during the period (in thousands)(4)..... $ 349 $ 349 $ 503 $ 6,484 --
Average monthly number of shares
outstanding during the period
(in thousands).......................... 28,696 28,696 26,378 18,572 --
Average daily amount of debt outstanding
per share during the period(4).......... $ 0.01 $ 0.01 $ 0.02 $ 0.35 --

<CAPTION>
PERIOD
ENDED
OCT. 31,
1990 1989 1988(2)
------ ------ -------
<S> <C> <C> <C>
Per share income and capital changes for a
share outstanding during each period:
Net asset value, beginning of period..... $ 9.98 $ 10.01 $ 10.58
INCOME FROM INVESTMENT OPERATIONS
Net investment income.................... 0.88 0.98 0.69
Net realized and unrealized gain (loss)
on securities........................... (0.54) (0.01) (0.45)
------- ------- -------
Total from Investment Operations...... 0.34 0.97 0.24
LESS DISTRIBUTIONS
Dividends from net investment income..... (0.95) (1.00) (0.64)
Distributions from realized gains........ -- -- (0.17)
------- ------- -------
Total Distributions................... (0.95) (1.00) (0.81)
------- ------- -------
Net asset value, end of period........... $ 9.37 $ 9.98 $ 10.01
======= ======= =======
TOTAL RETURN(3)....................... 3.71% 10.22% 2.40%
======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of operating expenses to average
net assets.............................. 2.04% 2.82% 2.76%
Ratio of interest expense to average
net assets.............................. -- -- --
------- ------- -------
Ratio of total expenses to average
net assets.............................. 2.04% 2.82% 2.76%
Ratio of expense reimbursement to average
net assets.............................. (0.04)% (0.82)% (1.38)%
------- ------- -------
Ratio of net expenses to average
net assets.............................. 2.00% 2.00% 1.38%
======= ======= =======
Ratio of net investment income to average
net assets.............................. 9.22% 9.64% 6.34%
Portfolio turnover....................... 83% 151% 174%
Net Assets, end of period
(in thousands).......................... $64,707 $26,568 $ 6,966
Debt outstanding at end of period
(in thousands)(4)....................... -- -- --
Average daily amount of debt outstanding
during the period (in thousands)(4)..... -- -- --
Average monthly number of shares
outstanding during the period
(in thousands).......................... -- -- --
Average daily amount of debt outstanding
per share during the period(4).......... -- -- --

- ---------------
<FN>
(1) Financial highlights, including total return, have not been annualized. Portfolio turnover and
information regarding debt outstanding are for the year ended October 31, 1994 and are not class specific.
(2) Financial highlights, including total return, are for the period from February 23, 1988 (date of the Fund's
initial offering of shares to the public) to October 31, 1988 and have not been annualized. Per share
information has been calculated using the average number of shares outstanding.
(3) Total return does not include the effect of the initial sales charge for Class A Shares nor the contingent
deferred sales charge for Class B Shares.
(4) Debt outstanding consists of reverse repurchase agreements entered into during the year.

</TABLE>
4
<PAGE> 6

INVESTMENT OBJECTIVE
AND POLICIES
- ------------------------------------------------------

The Fund's investment objective is to earn a high level of current income
consistent with preservation of capital by investing primarily in securities
that are issued or guaranteed as to principal and interest by the U.S.
government, its agencies or instrumentalities ("U.S. Government Securities.")
The Fund may seek to enhance its current return and may seek to hedge against
changes in interest rates by engaging in transactions involving options, futures
and options on futures. The Fund expects that under normal market conditions it
will invest at least 80% of its total assets in U.S. Government Securities (and
related repurchase agreements and forward commitments) which include:

(1) Obligations issued by the U.S. Treasury differing only in their interest
rates, maturities and times of issuance

(a) U.S. Treasury bills-maturity of one year or less;

(b) U.S. Treasury notes-maturities of one to ten years; and

(2) Obligations issued or guaranteed by the U.S. government, its agencies or
instrumentalities which are supported by:

(a) the full faith and credit of the U.S. government (e.g., direct
pass-through certificates of the Government National Mortgage
Association "GNMA");

(b) the right of the issuer to borrow from the U.S. government (e.g.,
securities of the Federal Home Loan banks); and

Investments in GNMA certificates (and other mortgage related securities) which
are pools of home mortgages, are subject to prepayment of principal as mortgages
in the pool are prepaid. The Fund may also invest in stripped securities
including (1) "zero coupon" U.S. government securities which have been stripped
of their unmatured interest coupons and receipts or in certificates representing
undivided interests in such stripped U.S. government securities and coupons and
(2) stripped government agency mortgage backed securities (i.e., interest
only/principal only strips). Investments will be made in an attempt to minimize
excessive fluctuations in net asset value per share, so at times the highest
yielding government securities then available may not be selected for
investment, if in the Investment Adviser's view future interest rate movements
could result in depreciation of value. The Fund may take full advantage of the
entire range of maturities of U.S. government securities and may adjust the
dollar-weighted average maturity of its portfolios from time to time based in
large part on the Investment Adviser's expectation as the future changes in
interest rates. There is no assurance the Fund will achieve its objective.

As to the balance of the Fund's assets, where consistent with the investment
objective, the Fund may:

1. invest in U.S. dollar denominated and foreign currency denominated securities
issued or guaranteed by foreign governments which are considered stable by
the Investment Adviser, or any of the political subdivisions,
instrumentalities, authorities or agencies of these governments provided
these securities are rated within the three highest categories of a
nationally recognized credit agency;

2. invest in taxable municipal obligations issued by state and local governments
or their agencies provided these securities are rated within the three
highest categories of a nationally recognized credit agency;

5
<PAGE> 7

3. invest in other "asset backed securities" which are not included as
"government asset backed" securities and are rated in one of the two highest
rating categories by a nationally recognized credit rating organization
(e.g., Standard & Poor's Ratings Group or Moody's Investors Services, Inc.)
or if not so rated, of equivalent investment quality in the opinion of the
Investment Adviser;

4. write covered put and call options on portfolio securities (option writing
for the purpose of increasing income is not presently being used;
implementation requires advance written notice to shareholders) and engage in
hedging transactions, including options, interest rate futures contract and
options thereon, subject to certain limitation described below (see
"Investment Practices, Techniques and Restrictions");

5. enter into repurchase agreements and reverse repurchase agreements and invest
in, when issued securities and restricted securities, subject to certain
limitations described below (see "Investment Practices, Techniques and
Restrictions"); and

6. invest in (for liquidity purposes) high quality, short-term debt securities
with remaining maturities of one year or less ("money market instruments")
such as certificates of deposit, bankers acceptances, corporate debt
securities, commercial paper and related repurchase agreements.

Asset backed securities, like GNMA certificates, are securities which represent
a participation in or are secured by and payable from, a stream of payments
generated by particular assets, most often a pool of assets similar to one
another. Types of other asset backed securities include automobile receivable
securities, credit card receivable securities and mortgage backed securities
such as collateralized mortgage obligations ("CMOs") and real estate mortgage
investment conduits ("REMICs"). Investors may refer to Appendix A and Statement
of Additional Information for discussion of both government and non-government
asset backed securities. The Fund may also lend its portfolio securities (see
"Investment Practices, Techniques and Restrictions.") The foregoing policies
represent a greater degree of risk than those of investment companies which have
more conservative investment policies (see "Special Considerations" below.)

The extent to which the Fund will be able to achieve its investment objective
depends upon the Investment Adviser's ability to evaluate and develop the
information it receives into a successful investment program. The Fund's
investment objective and policies are non-fundamental, which means they may be
changed by the Board of Directors without requiring the vote of shareholders;
such investment objective may not, however, be changed without prior (30 days')
written notice first having been given to shareholders. Such a change in the
investment objective may result in the Fund's investment objective being
different from that which the shareholders considered appropriate, in light of
their then current financial position and needs, at the time of their investment
in the Fund. Investors may also refer to the Statement of Additional Information
which contains the following information:

1. Appendix AA explains short-term obligations and government securities.

2. Appendix BB explains municipal securities.

3. Appendix CC explains various options, futures and forward contracts.

4. Appendix DD explains ratings of various fixed income securities by Moody's
and S&P, including preferred stocks and short term investments.

During periods of unusual market conditions when the Investment Adviser believes
that investing for temporary defensive purposes is appropriate, part or all of
the assets of the Fund may be invested in cash or cash equivalents consisting
of --

1. obligations of banks (including certificates of deposit, bankers' acceptances
and repurchase

6
<PAGE> 8

agreements) with assets of $100,000,000 or more;

2. commercial paper rated within two highest rating categories of a nationally
recognized rating organization;

3. investment grade short-term notes; and

4. related repurchase agreements.

Portfolio securities may be sold without regard to the length of time they have
been held whenever such a sale will, in the opinion of the Investment Adviser,
strengthen the Fund's position in furthering its investment objectives.
Disposing of debt securities in these circumstances should not increase direct
transaction costs since debt securities are normally traded on a principal basis
without brokerage commissions. However, such a transaction involves a mark-up or
mark-down of the price. In addition, positions in options and futures for
hedging purposes may be established with great frequency. For these reasons,
portfolio turnover is likely to be higher than that of other mutual funds. A
higher portfolio turnover rate involves greater expense to the Fund and may also
result in the realization of short-term capital gains at ordinary income rates.
Portfolio turnover rates of the Fund for recent years are shown in the section
"Financial Highlights." The Fund will engage in portfolio trading if it believes
a transaction, net of costs (including custodian charges,) will help in
attaining its investment objective.

SPECIAL RISKS CONSIDERATIONS. THE U.S. GOVERNMENT GUARANTEES AS TO PAYMENT OF
PRINCIPAL AND INTEREST OF THE FUND'S U.S. GOVERNMENT SECURITIES, DOES NOT EXTEND
TO THE VALUE OR YIELD OF SUCH SECURITIES OR OF THE FUND'S SHARES OF COMMON
STOCK. To the extent the Fund invests in government asset backed (e.g., GNMA)
and non-government asset backed securities, it may experience a high rate of
repayment when interest rates decline and may therefore face the necessity of
reinvesting at a time when rates of return are relatively low which could result
in a reduction in principal if some securities were acquired at a premium. (See
Statement of Additional Information "Investment Objectives, Policies and
Restrictions" for further discussion.)

The value of the securities held by the Fund, and therefore the net asset value
per share, will fluctuate with interest rate changes. Generally, a rise in
interest rates will result in a decrease in the Fund's net asset value, while a
decline will result in an increase in the Fund's net asset value. Therefore at
the time of redemption, your shares may be worth more or less than the value at
the time of purchase.

The use of options contracts (see "Investment Practices, Techniques and
Restrictions -- Transactions in Options and Futures" below) may result in the
loss of principal under certain market conditions. The Fund will seek to reduce
risks associated with changes in interest rates. However, these hedging
techniques will result in transaction costs to the Fund and there can be no
assurance the interest rate risks will be eliminated. Zero coupon bonds are
issued at a significant discount from their principal amount in lieu of paying
interest periodically, therefore their value is subject to greater fluctuation
in response to changes in market interest rates than bonds which pay interest
currently (see Appendix A.)

Foreign government obligations which are appropriate for investment by the Fund
may be subject to risks generally applicable to foreign securities (see
"Investment Practices, Techniques and Restrictions -- Foreign Securities").

7
<PAGE> 9

INVESTMENT PRACTICES,
TECHNIQUES AND
RESTRICTIONS
- ------------------------------------------------------

The Fund's investments are subject to the following practices, techniques and
restrictions and may involve certain risks. The Statement of Additional
Information contains more detailed information about these practices, including
limitations designed to reduce these risks.

REPURCHASE AGREEMENTS AND RESTRICTED SECURITIES. When participating in
repurchase agreements, the Fund buys securities from a seller (usually a bank or
brokerage firm) with the agreement that the seller will repurchase the
securities at a predetermined price or yield at a later date. Transactions
involving repurchase agreements must be fully collateralized at all times,
however the Fund may be subject to various delays and risks of loss if the
seller is unable to meet its obligation to repurchase. The Fund may also invest
in securities which are restricted as to resale. The registration of such
"restricted securities" under the Securities Act of 1933 (the "Securities Act")
may be required prior to sale with attendant time delays, and the Fund may have
to bear all or a part of the expense of such registration. No more than 10% of
the Fund's total assets may be invested in restricted securities (including
other securities not readily marketable) and in repurchase agreements that
mature in more than seven days (collectively, "illiquid securities.") Although
the Fund may purchase restricted securities which can be offered and sold to
"qualified institutional buyers" under Rule 144A of the Securities Act, its
present investment restriction limits such investment to the foregoing 10%
limitation.

LENDING OF PORTFOLIO SECURITIES. The Fund may lend its portfolio securities
amounting to not more than 33% of the value of its portfolio securities to
approved borrowers (principally broker/dealers) provided these loans are
callable at any time and are continuously secured by collateral (cash or
government securities) equal to no less than the market value, determined daily,
on the securities loaned. The Fund may reinvest any cash collateral in short
term, highly liquid debt securities. During the period of the loan, the Fund
earns income on both the loaned securities and the collateral. Although these
transactions must be fully collateralized at all times, they involve some credit
risk to the Fund if the borrower should default on its obligation and the Fund
is delayed or prevented from recovering the collateral.

REVERSE REPURCHASE AGREEMENTS. A reverse repurchase agreement involves the sale
of a security by the Fund and its agreement to repurchase the instrument at a
specified time and price. The Fund will maintain a segregated account consisting
of highly liquid, marketable debt securities to cover its obligations under
reverse repurchase agreements with selected firms approved in advance by the
Board of Directors. The Fund will use the proceeds to purchase other
investments. Reverse repurchase agreements are considered to be borrowings by
the Fund and as an investment practice may be considered speculative. The Fund
may borrow money for temporary administrative or emergency purposes. To avoid
the potential leveraging effects of the Fund's borrowings, additional
investments will not be made while borrowings are in excess of 5% of the Fund's
total assets. The Fund will limit its investments in reverse repurchase
agreements and other borrowings to no more than 33 1/3% of its total assets.

8
<PAGE> 10

them until settlement. Prior to the settlement date, the value of the securities
will fluctuate and assets consisting of cash and/or liquid, high grade debt
securities will be maintained in a segregated account in an amount sufficient to
meet the purchase price.

FOREIGN SECURITIES AND CURRENCY TRANSACTIONS. The Fund's investments in foreign
securities can involve risks not present in domestic securities such as:
currency exchange rate fluctuations; exchange control policies; expropriation or
confiscatory taxation; difficulty in obtaining and enforcing judgments against a
foreign issuer; political, economic or social instability; and less securities
regulation. Foreign securities can be less liquid or more volatile than U.S.
securities, and foreign accounting and disclosure standards may differ from U.S.
standards. The values of foreign investments can rise or fall because of changes
in currency exchange rates. The Fund may buy or sell foreign currencies and
foreign currency forward contacts for hedging purposes in connection with its
foreign investments. A forward currency contract is an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract agreed upon by the parties, at a price set at the
time of the contract. The Fund might purchase a particular currency or enter
into a forward currency contract to preserve the U.S. dollar price of securities
it intends to or has contracted to purchase. Alternatively, it might sell a
particular currency on either a spot or forward basis to hedge against an
anticipated decline in the dollar value of securities it intends to or has
contracted to sell. Although this strategy could minimize the risk of loss due
to a decline in the hedged currency, it could also limit any potential gain from
an increase in the value of the currency. The Fund is authorized to, but
presently does not intend to, enter into transactions involving options on
foreign currencies for hedging purposes only. (See "Investment in Securities of
Non-U.S. Issuers" in the Statement of Additional Information).

TRANSACTIONS IN OPTIONS AND
FUTURES

OPTIONS ON SECURITIES. The Fund may write (sell) covered call and cash secured
put options and purchase call and put options on debt securities. The Fund may
write options on its portfolio securities for the purpose of increasing its
return on these securities or to protect the value of its portfolio. If the
price of the underlying security moves adversely to the Fund's position, the
option may be exercised and the Fund will be required to purchase or sell the
underlying security at a disadvantageous price, which may only be partially
offset by the amount of the premium if at all. The Fund may also write
straddles, which are combinations of put and call options on the same security.
These transactions can generate additional premium income but also present an
increased risk. The Fund may also purchase put or call options in anticipation
of changes in interest rates, which may adversely affect the value of its
portfolio securities or the prices of securities the Fund wants to purchase at a
later date. The premium paid for a put or call option plus any transaction costs
will reduce the benefit, if any, realized by the Fund upon exercise or
liquidation of the option. Unless the price of the underlying security changes
sufficiently, the option may expire without value to the Fund. The Fund does not
currently engage in the writing of options for the purpose of enhancing its
return and has undertaken not to commence such investment activity without
having first given 60 days' written notice to shareholders in advance thereof.

9
<PAGE> 11

applies when the decrease occurs as a result of a general increase in interest
rates. Conversely, the increased cost of portfolio securities to be acquired may
be offset, in whole or in part, by gains on Futures Contracts purchased by the
Fund. This applies when the increase is caused by a general decline in interest
rates. The Fund will incur transaction costs when it purchases and sells Futures
Contracts. It will also be required to maintain margin deposits (see "Risks of
Transactions in Options and Futures").

OPTIONS ON FUTURES CONTRACTS. The Fund may purchase and write options on
interest rate futures contracts ("Options on Futures Contracts.") Such
investment strategies will be used as a hedge and not for speculation. Put and
call Options on Futures Contracts may be traded by the Fund in order to protect
against declines in the values of portfolio securities or against increases in
the cost of securities to be acquired. Purchases of options on Futures Contracts
may present less risk in hedging the Fund's portfolio than the purchase and sale
of the underlying Futures Contracts since the potential loss is limited to the
amount of the premium plus related transaction costs. The writing of these
options, however, does not present less risk than the trading of Futures
Contracts. It will constitute only a partial hedge, up to the amount of the
premium received and if an option is exercised, the Fund may suffer a loss on
the transaction.

RISKS OF TRANSACTIONS IN OPTIONS AND FUTURES. Although the Fund will enter into
transactions in Futures Contracts, Options on Futures Contracts and certain
options solely for hedging purposes, their use does involve certain risks. For
example, a lack of correlation between the value of an instrument underlying an
option or Futures Contract and the assets being hedged or unexpected adverse
price movements, could render the Fund's hedging strategy unsuccessful, thus
resulting in losses.

The Fund also may enter into transactions in options on securities for other
than hedging purposes. This involves greater risk. In addition, there can be no
assurance that a liquid secondary market will exist for a contract purchased or
sold. Therefore, the Fund may be required to maintain a position until exercise
or expiration, which could result in losses. Over-the-counter transactions in
options on securities also involve risks arising from the lack of an organized
exchange trading environment. The Fund will limit its investment in
over-the-counter options, together with other illiquid securities, to 10% of the
Fund's total assets. Transactions in Futures Contracts, Options on Futures
Contracts and options are subject to other risks as well.

The Fund will not engage in transactions in futures contracts and options on
futures for speculation, but only for hedging or other permissible risk
management purposes. All of the Fund's futures contracts and options thereon
will be traded on a U.S. commodity exchange or board of trade. The Fund will not
engage in a futures or options transaction if, immediately thereafter, the sum
of initial margin deposits on existing positions and premiums paid for options
on futures would exceed 5% of the Fund's total assets. The potential loss from
writing options on futures transactions is potentially unlimited and may exceed
the amount of the premium received.

The Fund will not purchase a call or put option if as a result the premium paid
for the option together with premiums paid for all other options, interest rate
futures contracts and options thereon then held by the Fund, exceed 10% of the
Fund's total net assets.

When the Fund purchases a futures contract or a call option on a futures
contract, an amount of cash or U.S. Government securities equal to the market
value of the futures contract will be deposited in a segregated account with the
Fund's custodian to collateralize the position.

The Fund's risks in entering into transactions in options, futures and forward
contracts are set forth in greater detail in the Statement of Additional
Information.

10
<PAGE> 12

INVESTMENT RESTRICTIONS. The Fund has adopted certain fundamental investment
restrictions which are described in detail in the Statement of Additional
Information and may not be changed without shareholder approval. Among these
restrictions, the Fund may not borrow money in an amount in excess of 33 1/3 of
its total assets. If a percentage restriction, except a restriction regarding
borrowing on investments or utilization of assets is followed at the time an
investment is made or assets are utilized, a later change in percentage
resulting from changes in the value of the Fund's portfolio securities will not
be considered a violation of policy.

THE FUND AND ITS
MANAGEMENT
- ------------------------------------------------------

GENERAL. The Fund is a series of John Hancock Series, Inc., (the "Corporation"),
an open-end diversified management investment company organized as a Maryland
corporation (see "Additional Information -- Organization"). The Corporation's
Board of Directors supervises the management and affairs of the Fund. The
officers of the Corporation are responsible for the Fund's daily business
operations under the overall direction of the Directors. Information about each
of the Directors and officers is set forth in the Statement of Additional
Information.

INVESTMENT ADVISER. John Hancock Advisers, Inc. is the Investment Adviser of the
Fund and is compensated for its advisory services at varying annual rates of the
Fund's average daily net assets: .65% on assets up to $200 million, .625% on
assets of $200 million up to $500 million and .60% on assets of $500 million and
over. The Investment Adviser manages the Fund's assets, provides administrative
services and supervises the Fund's daily business affairs. Investment decisions
are made by a committee with no one person being solely responsible for making
recommendations to the committee. The Investment Adviser was organized in 1968
and is an indirect wholly owned subsidiary of John Hancock Mutual Life Insurance
Company, a financial services company. The Investment Adviser provides the Fund
and other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. John Hancock Funds
distributes shares for all of the John Hancock mutual funds through selected
broker/ dealers ("Selling Brokers"). Certain Fund officers are also officers of
the Investment Adviser and John Hancock Funds.

For the fiscal year ended October 31, 1994, the Fund paid an advisory fee of
.64% of the Fund's average daily net assets to the Fund's former investment
adviser.

In addition, during the fiscal year ended October 31, 1994 the Fund reimbursed
Transamerica Fund Management Company (the Fund's investment adviser until
December 1994) ("TFMC"), pursuant to a separate Administrative Services
Agreement, for actual expenses incurred in providing certain administrative
services such as accounting and bookkeeping services, communications in response
to shareholders inquiries and certain printing services for reports of the Fund.
For the fiscal year ended October 31, 1994, administrative services fees paid to
TFMC by the Fund amounted to 0.05% of its average daily net assets. The
Administrative Services Agreement was terminated effective January 16, 1994.

11
<PAGE> 13

distribution expenses. The distribution fees will be used to reimburse John
Hancock Funds for its distribution expenses, including but not limited to: (i)
initial and ongoing sales compensation to Selling Brokers and others (including
affiliates of John Hancock Funds) engaged in the sale of Fund shares, (ii)
marketing, promotional and overhead expenses incurred in connection with the
distribution of shares of the Fund, (iii) unreimbursed distribution expenses
under the Fund's prior distribution plans, (iv) distribution expenses incurred
by other investment companies which sell all or substantially all of its assets
to merge or otherwise engage in a reorganization transaction with the Fund and
(v) with respect to Class B Shares only, interest expenses on unreimbursed
distribution expenses. The service fees will be used to compensate Selling
Brokers for providing personal and account maintenance services to shareholders.
In the event John Hancock Funds is not fully reimbursed for payments made or
expenses it incurs under the Class A Plan, these expenses will not be carried
beyond twelve months from the date they were incurred. These unreimbursed
expenses under the Class B Plan will be carried forward together with interest
on the balance of these unreimbursed expenses. Applicable distribution fees, in
an amount not exceeding the annual limitation, are accrued each day as an
expense of the Class B Shares and reduce the net assets of the fund attributable
to the Class B Shares. However, in accordance with generally accepted accounting
principles, the Fund does not treat the amount of Distribution Fees exceeding
the annual limitation as a liability of the Fund and does not reduce the current
net assets of the Fund attributable to the Class B Shares by such amount,
although it may become payable in the future, because the standards for accrual
of a liability under these accounting principles have not been satisfied due to
contingencies as to payment of such amount. Under the Class B Plan, unreimbursed
distribution expenses as of October 31, 1994 amounted to $10,485,386 (4.35% of
the Fund's Class B net assets at that date).

In order to limit the higher ongoing costs associated with an investment in
Class B Shares, the Fund implements arrangements under which Class B Shares are
automatically exchanged, on a tax-free basis, for Class A Shares at the end of
the eight-year period following the initial purchase of Class B Shares. (See
"Shareholder Services -- Class B Shares Automatic Exchange".)

For the period September 30, 1994 through October 31, 1994, payments made by the
Fund under the former Class A Plan amounted to 0.02% of the average daily net
assets attributable to Class A Shares. For the fiscal year ended October 31,
1994, total payments made by the Fund under the former Class B Plan amounted to
1.00% of its Class B average daily net assets. In addition, for the fiscal year
ended October 31, 1994, the former Distributor received contingent deferred
sales charges from redemptions of shares of the Fund in an amount equal (on an
annual basis) to 0.29% of the Fund's Class B average daily net assets.

EXPENSES OF THE FUND. The Fund's expenses, which are accrued daily, are deducted
from total income before dividends are paid. These expenses, include, but are
not limited to: fees paid to the Investment Adviser; directors' fees; taxes;
distribution, brokerage and legal fees; custodian and auditing fees;
administrative services fees; transfer agency fees and other expenses. For the
period September 30, 1994 through October 31, 1994, total Class A expenses
expressed as a percentage of the Fund's Class A average daily net assets
amounted to 0.12%. For the fiscal year ended October 31, 1994, total Class B
operations expenses (which includes interest expense) expressed as a percentage
of the Fund's Class B average daily net assets amounted to 1.94%.

12
<PAGE> 14

also be given to the broker's sale of shares of the Fund. Pursuant to procedures
determined by the Board of Directors, the Investment Adviser may place
securities transactions with brokers affiliated with the Investment Adviser.
These brokers include Tucker Anthony Incorporated, John Hancock Distributors,
Inc. and Sutro & Company, Inc. which are indirectly owned by John Hancock Mutual
Life Insurance Company, which in turn indirectly owns the Investment Adviser.
(For a further discussion, see the Statement of Additional Information --
"Portfolio Transactions").

INFORMATION ABOUT
SHARES OF THE FUND
- ------------------------------------------------------

NET ASSET VALUE

The net asset value of the Fund is computed once daily on each day that the New
York Stock Exchange is open for business as of the close of trading (presently
4:00 p.m. New York time). The Fund will also compute its net asset value on
other days if a purchase or redemption request is received on that day and there
is a sufficient degree of trading in securities held by the Fund. Net asset
value per share is calculated by dividing the market or fair value of all of the
Fund's portfolio securities plus the value of its other assets (including
dividends and interest received or accrued), less all liabilities (including
accrued expenses but excluding capital) by the number of shares of the Fund
outstanding. The Board of Directors has established procedures for the valuation
of the Fund's securities, based in general on market or estimated value (see
"Net Asset Value" in the Statement of Additional Information).

Although the legal rights of Class A and Class B Shares will be identical, the
different expenses borne by each class will result in different net asset values
and dividends. The net asset value of Class B Shares will generally be lower
than the net asset value of Class A Shares as a result of the larger
distribution fee accrual with respect to Class B Shares. (However, Class B
shareholders will generally receive more shares at the time of purchase.) It is
expected, however, that the net asset value per share of the two classes will
tend to converge immediately after the recording of dividends which will differ
by approximately the amount of the distribution expense accrual differential
between the classes.

PURCHASE OF SHARES

GENERAL. Shares of the Fund will be offered at a price equal to their net asset
value (next determined following receipt of an order by The Shareholder Services
Group (the Fund's Transfer Agent) or the investor's dealer) plus a sales charge
which, at the option of the purchaser, may be imposed either at the time of
purchase (the "initial sales charge alternative") as described below or on a
contingent deferred basis (the "deferred sales charge alternative"), as
described under "Redemption and Repurchase of Shares." Shares of the Fund are
offered continuously for sale by John Hancock Funds and are available for
purchase through eligible financial service firms such as securities
broker/dealer firms and banks which have entered into sales agreements with John
Hancock Funds. Dealers are responsible for transmitting orders promptly (orders
transmitted to and received by the Transfer Agent prior to 4:00 p.m. New York
time will receive that day's purchase price.)

John Hancock Funds, at its expense, may provide additional promotional
incentives or payments to dealers that sell shares of the Fund. In some
instances, these incentives or payments may be offered only to certain dealers
who have sold or may sell significant amounts of shares of the Fund or other
John Hancock mutual funds.

You may purchase shares by mailing a check, made payable to the Fund (noting the
existing account number), and if opening a new account a completed

13
<PAGE> 15

application form, to the Transfer Agent either at the post office address shown
on the back page of this Prospectus; or, if delivered by express mail, the
street address: One American Express Plaza, Providence, Rhode Island 02903.

The initial purchase must be at least $1,000 with subsequent investments of no
less than $50. These minimum amounts are reduced for tax-advantaged retirement
plans and accounts of participants in certain labor unions and other membership
organizations to $250, initial and $25, subsequent. The minimum investment
amounts are waived for tax-deferred retirement programs involving the submission
of additional investments by means of group remittal statements subject to a $25
minimum amount. Programs providing for regular periodic investments, including a
payroll deduction plan or investment by bank draft have also reduced minimum
investment amounts. (See "Shareholder Services -- Automatic Investment Plan and
Payroll Deduction Plans.") Certificates for shares will not be issued unless you
so request in writing.

The Fund's Board of Directors reserves the right to change or waive the minimum
investment requirements and to reject any order for Purchase of Shares
(including wire purchases) when in its judgement such rejection is in the Fund's
best interest.

FEDWIRE PURCHASES. You may make payment for initial and subsequent investments
by federal funds wire. You should first notify Account Services (1-800-343-6840)
of the new account request (if applicable) and the intended wire purchase. To
assure proper credit, banks wiring federal funds should be instructed to
include:

(1) name of the Fund,

(2) name of the shareholder (as registered exactly in the account), or if
opening an account, the name and address in which the account is being
registered and the taxpayer identification number of the investor (a
completed application must be mailed to the Transfer Agent after completing
the wire arrangement); and

(3) shareholder account number.

Federal funds may be wired to *:

Boston Safe Deposit and
Trust Company ("BSDT")
ABA Routing Number: 011001234
Account Number: 159565

* Except during such times or holidays when BSDT is not open for business.

ALTERNATIVE PURCHASE PLANS

You can purchase shares of the Fund at a price equal to their net asset value
per share, plus a sales charge. At your election, this charge may be imposed
either at the time of the purchase (see "Initial Sales Charge
Alternative -- Class A Shares") or on a contingent deferred basis (see "Deferred
Sales Charge Alternative -- Class B Shares"). If you do not specify on your
account application which class of shares you are purchasing, it will be assumed
that you are investing in Class A Shares.

CLASS A SHARES. If you elect to purchase Class A Shares, you will incur an
initial sales charge unless the amount you purchase is $1 million or more. If
you purchase $1 million or more of Class A Shares you will not be subject to an
initial sales charge, but you will incur a sales charge if you redeem your
shares within one year of purchase. Class A Shares are subject to ongoing
distribution and service fees at a combined annual rate of up to .25% of the
Fund's average daily net assets attributable to the Class A Shares. Certain
purchases of Class A Shares qualify for reduced initial sales charges. See
"Reduced Initial Sales Charge."

14
<PAGE> 16

Shares are subject to ongoing distribution and service fees at a combined annual
rate of up to 1.00% of the Fund's average daily net assets attributable to the
Class B Shares. Investing in Class B Shares permits all of your dollars to work
from the time you make your investment, but the higher ongoing distribution fee
will cause these shares to have a higher expense ratio than that of Class A
Shares. To the extent that any dividends are paid by the Fund, these higher
expenses will also result in lower dividends than those paid on Class A Shares.

FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE. The alternative purchase
arrangement allows you to choose the most beneficial way to buy shares given the
amount of your purchase, the length of time that you expect to hold your shares
and other circumstances. You should consider whether, during the anticipated
life of your Fund Investment, the accumulated fees on Class B Shares would be
less than the initial sales charge and accumulated fees on Class A Shares
purchased at the same time and to what extent this differential would be offset
by the Class A Shares' lower expenses. To help you make this determination, the
table under the caption "Fund Expenses" gives examples of the charges applicable
to each class of shares. Class A Shares will normally be more beneficial if you
qualify for a reduced sales charge. See "Reduced Initial Sales Charge."

Class A Shares are subject to lower distribution and service fees and,
accordingly, pay correspondingly higher dividends per share, to the extent any
dividends are paid. However, because Initial Sales Charges are deducted at the
time of purchase, you would not have all of your funds invested initially and,
therefore, would initially own fewer shares. If you do not qualify for reduced
initial sales charges and expect to maintain your investment for an extended
period of time you might consider purchasing Class A Shares because the
accumulated distribution and service charges on Class B Shares may exceed the
initial sales charge and accumulated distribution and service charges on Class A
Shares during the life of your investment.

Alternatively, you might determine that it would be more advantageous to
purchase Class B Shares in order to have all of your funds invested initially,
although remaining subject to higher distribution fees and, for a six-year
period, a CDSC.

In the case of Class A Shares, distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and the ongoing distribution and service fees. In
the case of Class B Shares expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
Shares' CDSC and ongoing CDSC distribution and service fees are the same as
those of the Class A Shares' initial sales charge and ongoing distribution and
service fees. Sales personnel distributing the Fund's shares may receive
different compensation for selling each class of shares.

Dividends, if any, on Class A and Class B Shares will be calculated in the same
manner, at the same time and on the same day and will be in the same amount.
However, each class will bear only its own distribution and service fees, and
shareholder meeting expenses and incremental transfer agency costs. See
"Dividends, Distributions and Taxes."

15
<PAGE> 17

<TABLE>
INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The public offering price of Class A Shares of the Fund
is the current net asset value per share (next computed after receipt of an order by the Fund's Transfer Agent),
plus a sales charge (a percentage of the offering price as set forth in the table below).

<CAPTION>
COMBINED
REALLOWANCE REALLOWANCE
SALES SALES AND SERVICE TO SELLING
CHARGE AS A CHARGE AS A FEE AS A BROKER AS
AMOUNT INVESTED PERCENTAGE PERCENTAGE OF PERCENTAGE A PERCENTAGE
(INCLUDING AT OFFERING THE AMOUNT OF OFFERING OF OFFERING
SALES CHARGE) PRICE INVESTED PRICE(+) PRICE(*)
- ------------------------------- ----------- ------------- --------------- ------------
<S> <C> <C> <C> <C>
Less than $100,000............. 4.75% 4.99% 4.25% 4.01%
$100,000 to $249,999........... 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999........... 2.75% 2.83% 2.35% 2.11%
$500,000 to $999,999........... 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over............ 0.00%(**) 0.00%(**) (***) 0.00%(***)

- ---------------
<FN>
(*) Upon notice to broker-dealers with whom it has sales agreements ("Selling Brokers"), John Hancock Funds
may reallow an amount up to the full applicable sales charge. A Selling Broker to whom substantially the
entire sales charge is reallowed or who receives these incentives may be deemed to be an underwriter under
the Securities Act of 1933.
(**) No sales charge is payable at the time of purchase in Class A Shares of $1 million or more, but a contingent
deferred sales charge may be imposed in the event of certain redemption transactions within one year of
purchase. See "Purchases of $1 Million or More."
(***) John Hancock Funds may pay a commission and first year's service fee (as described in (+) below) to Selling
Brokers who initiate and are responsible for purchases of $1 million or more in aggregate. See "Purchases of
$1 Million or More" below.
(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first year's service fee in advance, in
an amount equal to 0.25% of the next assets invested in the Fund and thereafter pays the service fee
periodically in arrears in an amount up to 0.25% of the Fund's average annual net assets. Selling Brokers
receive the fee as compensation for providing personal and account maintenance services to shareholders.
</TABLE>

Until March 31, 1995, John Hancock Funds is continuing a sales incentive program
in which non-cash concessions in the form of an all-expense-paid trip to a North
American resort location will be awarded to participating broker/dealers and
financial institutions achieving certain specified sales levels in shares of
certain funds formerly managed by TFMC upon which (1) an initial sales charge
has been paid or (2) a charge may be applicable upon redemption and who had
sales agreements with the Fund's former distributor. Participation in the
incentive program is entirely optional on the part of the broker/dealers and
financial institutions. Copies of the incentive program which contain more
complete information about the terms and conditions of the program, including
qualifying levels and specific awards and eligible funds, may be obtained by
investment representatives by contacting John Hancock Funds. John Hancock Funds
will make these incentive payments out of its own resources. Other than
distribution fees, the Funds do not bear distribution expenses.

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

16
<PAGE> 18

Purchases of $1 Million or More. On purchases by a single purchaser aggregating
$1 million or more, John Hancock Funds will pay securities dealers an amount on
a cumulative basis equal to 1% of the first $3 million, plus .5 of 1% of the
next $2 million, plus .25 of 1% on amounts over $5 million. With respect to
shares purchased at the $1 million plus breakpoint, a contingent deferred sales
charge ("CDSC") will be imposed on the proceeds of the redemption of certain
shares so purchased if they are redeemed within 12 months of the end of the
calendar month of their purchase, in an amount equal to 1% of the lesser of (a)
the net asset value of the shares at the time of purchase or (b) the net asset
value of the shares at the time of redemption ("CDSC Shares"). The CDSC would be
deducted from the redemption proceeds otherwise payable to the shareholder and
would be retained by the John Hancock Funds. In addition, no CDSC will be
imposed when a shareholder redeems (a) CDSC shares acquired through reinvestment
of income dividends or capital gains distributions; and (b) shares acquired by
exchange from any mutual fund sold with an initial sales charge and distributed
by the John Hancock Funds. The CDSC does not apply to purchases at net asset
value described under "Waiver of Initial Sales Charge" and will be waived in the
case of redemptions of shares in connection with (i) distributions to
participants or beneficiaries of certain qualified retirement plans, and returns
of excess contributions made to these plans, and (ii) involuntary redemption of
shares if the aggregate net asset value of shares held in the account is less
than the required minimum. In determining whether a CDSC is payable on any
redemption, the Fund will first redeem shares not subject to any charge.
Although any CDSC shares being exchanged are not subject to any charge, they
will be subject to the applicable CDSC when the acquired shares are eventually
redeemed. For purposes of calculating the CDSC on these redemptions, the
original purchase date of the initial fund investment will be used in lieu of
the date the redeemed shares were acquired by exchange.

Reduced Initial Sales Charges. If you choose the initial sales charge
alternative, you are entitled to pay reduced sales charges shown in the above
table through several available purchase plans: Concurrent Purchases, Rights of
Accumulation, Statement of Intention and Group Purchases. You and your immediate
family may combine Concurrent Purchases of Class A Shares of the Fund and Class
A Shares (and shares subject to front-end sales charges) of certain other mutual
funds which are managed by the Investment Adviser ("other John Hancock funds" as
defined under "Shareholders Services -- Exchange Privilege"), for purposes of
qualifying for, and determining, a reduced sales charge provided that the
purchases are made through a single dealer and any purchase amounts satisfy the
minimum investment amount of the respective Fund. Further information about
these purchase plans is set forth under "Purchase of Shares" in the Statement of
Additional Information (see also Statement of Intention and Rights of
Accumulation in the Account Application and its Terms and Conditions in the back
of the Prospectus).

Waiver of Initial Sales Charges. Class A Shares of the Fund may be purchased
without paying an initial sales charge by the following:

- - A Director or Officer of the Corporation; a director or officer of the
Investment Adviser and its affiliates or Selling Brokers; employees or sales
representatives of any of the foregoing; retired officers, employees or
directors of any of the foregoing; a member of the immediate family of any of
the foregoing; or any Fund, pension, profit sharing or other benefit plan for
the individuals described above.

- - Any state, county, city or any instrumentality, department, authority or
agency of these entities (an "eligible governmental authority") which is
prohibited by applicable investment laws from paying a sales charge or
commission when it purchases shares of any registered investment management
company.

17
<PAGE> 19

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

- - A former participant in an employee benefit plan with John Hancock Mutual
Funds, when he/she withdraws from his/her plan distributions directly to the
Funds.

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

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

See the Statement of Additional Information, "Purchase of Shares -- Purchase at
Net Asset Value" for a more complete description of investors eligible to
purchase shares at net asset value.

REDEMPTION AND REPURCHASE OF SHARES

GENERAL. You may redeem shares of the Fund in any amount at any time at the net
asset value per share next determined after the redemption request is received
in proper form by the Transfer Agent. See "Net Asset Value." In certain cases,
however, redemption proceeds from the Class B Shares will be reduced by the
amount of any applicable contingent deferred sales charge (see "Class B
Shares -- Contingent Deferred Sales Charge" below.)

If you hold both Class A and Class B Shares of the Fund, any request for
redemption must specify whether Class A or Class B Shares are to be redeemed.
Failure to specify which class, or insufficient shares of the class specified,
will result in the redemption request being delayed until the Transfer Agent
receives further written instructions from you.

Payment proceeds will be mailed within seven (7) days following receipt of all
required documents. However, in the case of redemptions of shares which were
recently purchased by check, the payment of the redemption proceeds may be
delayed for a period of up to 15 days or more, only until the check used to
purchase the shares has been cleared for payment by your bank. The Fund will not
forward proceeds by FedWire Redemption (described below), and the redemption
will not be effective, for a period of 15 days after receipt of the purchase
check. This delay in payment of redemption proceeds can be avoided if shares are
purchased by means of a certified check or federal funds wire. Under unusual
circumstances, the Fund may suspend redemptions or postpone payment for up to
seven days or more, as permitted by securities laws.

REDEMPTION BY WRITTEN REQUEST. To redeem shares, send a written request or
"letter of instruction" specifying the name of the Fund, the dollar amount or
number of shares to be redeemed, and shareholder's name and account number to:
The Shareholder Services Group, P.O. Box 9656, Providence, Rhode Island
02940-9656. A request for redemption will be processed after receipt by the
Transfer Agent of all required documents in proper order including any issued
stock certificates and the letter of instruction signed by each account owner
exactly as the account is registered. If a redemption of $50,000 or more is to
be made (or if the shareholder's address or bank account to which proceeds are
to be mailed has changed in the prior 30 days) signatures must be guaranteed
subject to the provisions under Rule 17Ad-15 of the Securities Exchange Act of
1934 ("SEA Rule") without

18
<PAGE> 20

restriction, condition or qualification by an authorized signatory of a
commercial bank, trust company, savings bank, savings and loan association, or a
member firm of a domestic stock exchange or the National Association of
Securities Dealers, or any other "eligible guarantor institution" as defined in
the SEA Rule. If shares are held in the name of a corporation, trust, estate,
custodianship, guardianship, partnership, pension and profit sharing plan (or
other types of retirement plans), additional documentation may be necessary.

TELEPHONE REDEMPTION. Shares of the Fund for which no share certificates have
been issued may be redeemed in amounts of $50,000 or less by telephone request,
provided that selection has been made in the Account Application or a telephone
authorization form is on file with the Transfer Agent. Proceeds from telephone
redemptions will be mailed to your address of record. The Fund and/or the
Transfer Agent reserve the right to refuse telephone redemption requests at any
time. Telephone authorization forms are available from the Fund upon request.
See "Telephone Privileges" for further information concerning authenticity of
instructions received by telephone. Information concerning redemption can be
obtained by contacting Account Services at 1-800-343-6840.

FEDWIRE REDEMPTION. You may redeem shares for which no certificates have been
issued and have redemption proceeds of at least $50,000 wired by federal funds
transfer. Requests for FedWire redemption may be made by wire communication,
telephone or letter, provided that you have selected this option in the Account
Application. Proceeds of shares redeemed at the net asset value next determined
after receipt of request are transmitted the following business day by wire to
your bank account designated in the Account Application form (bank must be a
member of the Federal Reserve System). Delivery of the proceeds of a wire
redemption request of $250,000 or more may be delayed by the Fund for up to
seven days if the Investment Adviser deems it appropriate under the then current
market conditions. The Fund cannot be responsible for the efficiency of the
federal wire system or your dealer or bank. Redemption of shares purchased by
check are subject to certain limitations and restrictions described below. The
Fund may modify this Privilege at any time or charge a service fee upon notice
to shareholders; no such fee currently is contemplated.

REPURCHASE. John Hancock Funds is authorized to repurchase any shares presented
by telephone or telegraph to John Hancock Funds by certain securities dealers
selected by John Hancock Funds in its sole discretion. The offer to repurchase
may be suspended by John Hancock Funds at any time. Repurchase orders received
by dealers prior to the closing of the NYSE (4:00 p.m. New York time) on any
business day will be priced at the net asset value per share that is based on
that day's close, provided that they are time-stamped by the dealer no later
than 4:00 p.m. New York time on such day. Dealers may charge for their services
in connection with repurchases, but neither the Fund nor John Hancock Funds
makes any charge.

INVOLUNTARY REDEMPTION. The Fund reserves the right to redeem your account at
any time the total net asset value of the account falls below $500 ($100 for a
tax sheltered retirement plan) as a result of a redemption. You will be notified
in writing that the value of your account is less than $500 as a result of a
redemption and will be allowed 60 days to make additional investments before the
redemption is processed. No contingent deferred sales charge will be imposed on
an involuntary redemption of shares.

19
<PAGE> 21

pursuant to an election under Rule 18f-1 under the Investment Company Act of
1940, the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Fund during any 90-day period for
any one account. In such circumstances, you might be required to bear
transaction costs to dispose of the securities distributed in kind.

REINSTATEMENT PRIVILEGE. If you have redeemed shares of the Fund, or have had
shares repurchased by the Fund, you may, within 60 days after the date the
shares were redeemed or repurchased, reinvest (reinstate) all or a portion of
the proceeds of the redemption or repurchase in shares of the Fund or in shares
of "other John Hancock funds" (as defined under "Shareholder
Services -- Exchange Privilege") at the next determined net asset value of the
shares being acquired, so long as the Transfer Agent is in receipt of a written
request for reinstatement and appropriate payment. Shares being acquired
pursuant to the reinstatement privilege must be of the identical class as those
which were redeemed within the prior 60 days. The CDSC will not be applicable to
Class B Shares acquired in a reinstatement, although it will be assessed in
connection with the initial redemption or repurchase. This privilege may be
exercised only once as to any particular shares of the Fund or other John
Hancock funds. Exercise of the Reinstatement Privilege does not alter the
federal income tax treatment of any capital gains realized on the redemption of
shares of the Fund. If a loss is realized on the redemption and reinvestment is
made in shares of the Fund within 30 days, it would not be recognized as a loss
for income tax purposes. You are advised to consult your tax advisers as to all
possible tax consequences related to the exercise of the reinstatement
privilege. The reinstatement privilege may be terminated or modified at any
time.

CLASS B SHARES -- CONTINGENT DEFERRED SALES CHARGE. Class B Shares redeemed
within six years of purchase will be subject to a CDSC at the rates set forth
below. This charge will be assessed on an amount equal to the lesser of the
current market value or the original purchase cost of the shares being redeemed.
Accordingly, the CDSC will not be assessed on increases in account value above
the initial purchase price, including shares derived from dividend reinvestment.

In determining whether a CDSC applies to a redemption, the calculation will be
determined in a manner that results in the lowest possible rate being charged.
It will be assumed that the redemption comes first from shares which have been
held beyond the six-year CDSC redemption period or those that were acquired
through dividend reinvestment, and next from the shares that have been held the
longest during the six-year period.

Proceeds from the CDSC are paid to John Hancock Funds. John Hancock Funds uses
all or part of them to defray its expenses related to providing the Fund with
distribution services in connection with the sale of Class B Shares, such as
compensating Selling Brokers for selling these shares. The combination of the
CDSC and the distribution and service fees makes it possible for the Fund to
sell Class B Shares without deducting a sales charge at the time of the
purchase.

The amount of the CDSC, if any, will vary depending on the number of years from
the time the Class B Shares were purchased until the time they were redeemed.
Solely for purposes of determining the holding period, any payments you make
during the month will be aggregated and deemed to have been made on the last day
of the month.

20
<PAGE> 22

<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED CHARGE AS A PERCENTAGE OF
FOLLOWING PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
---------------- ----------------------------
<S> <C>
First........................................ 5.0%
Second....................................... 4.0%
Third........................................ 3.0%
Fourth....................................... 3.0%
Fifth........................................ 2.0%
Sixth........................................ 1.0%
Seventh and thereafter....................... None
</TABLE>

A commission equal to 3.75% of the amount invested and a first year's service
fee equal to 0.25% of the amount invested are paid to Selling Brokers. The
initial service fee is paid in advance at the time of sale for the provision of
personal and account maintenance services to shareholders during the twelve
months following the sale, and thereafter the service fee is paid in arrears.

If a partial redemption (or exchange) that you make results in a remaining
account balance of less than the amount of the CDSC owed at the time of the
redemption (or exchange) on the shares remaining in the account, the Fund
reserves the right to require you to redeem (or exchange) all of the shares in
the account. The Fund does not believe that this constitutes an involuntary
redemption.

Waiver of CDSC. The contingent deferred sales charge will be waived (a) in the
event of the death or total disability (as evidenced by a determination by the
Federal Social Security Administration) of the shareholder (including a
registered joint owner) and (b) for certain distributions from deferred
compensation retirement plans. No contingent deferred sales charge will be
imposed where shares are redeemed in connection with a merger or reorganization
of the Fund into another investment company which imposes a contingent deferred
sales charge and the investor receives shares of the investment company in the
transaction. In these cases any applicable contingent deferred sales charge will
be imposed when an investor redeems shares acquired in such a transaction. In
addition, the Fund will waive the CDSC on redemptions made (1) by shareholders
(including retirement plan account holders) having accounts as Systematic
Withdrawal Plans with payments of an annual amount less than or equal to 12% of
the value of the account (at the time of authorization) and available on a
monthly, quarterly, semi-annual or yearly basis; and (2) as distributions from
employer sponsored retirement plans in connection with the participant's
separation of service at age 55 or over from his or her employer. The above
waiver of CDSC are subject to change upon 60 days written notice to
shareholders. To be eligible for the waiver, the account holder or the dealer
must notify John Hancock Funds of eligibility at the time of redemption request.
(See the Statement of Additional Information, "Redemption and Repurchase of
Shares" for a more complete description of the Fund's shareholders on whose
shares a contingent deferred sales charge will not be imposed.)

SHAREHOLDER SERVICES
- ------------------------------------------------------

The Fund offers you the following services and privileges: (1) Reinvestment of
Dividends and Distributions at net asset value; (2) Retirement Plans; (3)
Automatic Investment Plan; (4) Systematic Withdrawal Plan; (5) Exchange
Privilege; and (6) Class B Automatic Exchange; (7) Payroll Deduction Plans; (8)
Systematic Exchange Program and (9) Cross-Reinvestment Service.

AUTOMATIC INVESTMENT PLAN (AIP) permits you to purchase additional shares on a
monthly basis with funds transferred from your bank account subject to an
initial and subsequent investment minimum amount of $25. For further
information, see the AIP section in the accompanying Account Application.

EXCHANGE PRIVILEGE permits you to exchange your Class A or Class B Shares of the
Fund for shares of "other John Hancock funds" (i.e., funds which formerly had
investment advisory contracts with

21
<PAGE> 23

TFMC) on the basis of the relative net asset value per share subject to the
minimum investment requirements of these funds. Class A Shares may be exchanged
for other John Hancock funds' Class A Shares. These other Class A Shares may
also be exchanged for Class A Shares of the Fund, provided that any sales charge
differential (not previously paid) is paid by shareholder. Class B Shares may be
exchanged without imposition of the Fund's CDSC for Class B Shares or shares of
other funds that are subject to a CDSC ("CDSC Funds".) Exchanges between CDSC
Funds having different CDSC schedules will retain their respective original CDSC
schedule. Any applicable contingent deferred sales charge payable upon the
redemption of Class B Shares exchanged will be calculated from the date of the
initial purchase. Class B Shares may not be exchanged into money market funds
other than John Hancock Money Market Fund B. See Account Application or the
"Exchange Privilege" in the Statement of Additional Information.

Exchanges may be accomplished by telephone request (see below) or by a written
request from the account owner(s). Forms for both written and telephone
exchanges are available from the Fund upon request. Share certificates, if
issued, must be returned to the Fund prior to any exchange of such shares. There
is currently no exchange fee for an exchange; however, dealers or other firms
may charge for their services in expediting exchange transactions. In addition,
the Fund reserves the right to impose an exchange fee. Exchanges are, in effect,
a redemption and purchase of shares in the respective funds. As such, the
limitations and restrictions applicable generally to purchases and redemptions
apply, and any exchange constitutes a sale upon which a gain or loss will be
realized for federal income tax purposes.

THIS EXCHANGE PRIVILEGE IS NOT AVAILABLE IN ANY JURISDICTION WHERE SHARES OF THE
OTHER JOHN HANCOCK FUND BEING ACQUIRED ARE NOT QUALIFIED FOR SALE. EACH JOHN
HANCOCK MUTUAL FUND RESERVES THE RIGHT TO REJECT ANY ORDER TO ACQUIRE ITS SHARES
THROUGH EXCHANGE, OR OTHERWISE TO MODIFY, RESTRICT OR TERMINATE THE EXCHANGE
PRIVILEGE, AT ANY TIME AFTER 60 DAYS' NOTICE TO SHAREHOLDERS. Because other John
Hancock funds have investment objectives and policies which may differ from
those of the Fund, you should carefully review the prospectus of the other John
Hancock fund before effecting an exchange.

Shares of the Fund for which no share certificates have been issued may be
exchanged by telephone request, provided you have selected this option in the
Account Application or have a telephone authorization form on file. See
"Telephone Privileges" for important information about transactions by
telephone. Telephone requests may be made by contacting Investor Services at
1-800-343-6840.

CLASS B AUTOMATIC EXCHANGE is a tax-free exchange of Class B Shares for Class A
Shares of the same fund that occurs at the end of the calendar quarter eight
years after the original purchase date of the Class B Shares, the "Automatic
Exchange Date." At the Automatic Exchange Date the Class B Shares will be
exchanged for an equal dollar value of Class A Shares (which may or may not be
the same number of shares). The Class A Shares have lower expenses than Class B
Shares but are otherwise substantially identical. Class A Shares, therefore,
will have a slightly higher total return than Class B Shares and may have a
slightly higher dividend as a result. If you have made more than one purchase,
you may hold both Class B Shares and Class A Shares at the same time. The Class
B Automatic Exchange is available to all Class B shareholders and requires no
action whatsoever on your part. If you want to decline taking advantage of this
privilege, however, the Fund must be notified in writing three months prior to
the Automatic Exchange Date.

22
<PAGE> 24

amounts are $250 for the Plan and $25 per fund-account in the Plan. For further
information on how to establish a John Hancock Group Investment List, call
Account Services at 1-800-343-6840.

SYSTEMATIC EXCHANGE PROGRAM allows you to exchange a specified dollar amount
from an existing account in any John Hancock Fund (including the Fund), into any
other John Hancock Fund (including the Fund) subject to the requirements and
limitations of the Exchange Privilege as noted above. At the time this option is
selected, you must have a minimum balance of $5,000 in the account from which
the exchange is to be made and must designate a monthly exchange amount of no
less than $25 for a specific Fund. The minimum initial investment amount
(established by the Fund being exchanged into) will be waived for shareholders
utilizing this Program.

Note that automated dollar cost averaging methods do not assure a profit nor
protect against loss in declining markets. You should consult your broker or
financial adviser to determine whether this Program is suitable for your
investment needs. In particular, consideration should be given to the type of
John Hancock fund from which your exchanges will be made (i.e., its investment
objective, policies and risks, including the potential for fluctuation in its
net asset value). The Fund currently imposes no service fee for participation in
the Program but reserves the right to do so. You may change the exchange amounts
or the selection of Funds or terminate your participation in the Program at any
time by directing the Transfer Agent in writing. For further information
regarding this Program, see the Statement of Additional Information (which may
be obtained by contacting Account Services at 1-800-343-6840).

CROSS-REINVESTMENT SERVICE. Shares of a particular class of the Fund may be
purchased and/or redeemed without imposition of any applicable sales charge
through the automatic reinvestment of dividend and capital gain distributions
from the same class of any other John Hancock fund. These proceeds from other
John Hancock funds will be invested at the next determined net asset value
following receipt of the proceeds (i.e., reinvestment date which is normally the
payable date of such other John Hancock fund) by the Fund's Transfer Agent. In
addition, you may select in the Account Application to have you Fund
distributions automatically invested without imposition of a sales charge in
shares of the same class of another John Hancock fund.

RETIREMENT PLANS. The Fund offers a variety of tax sheltered retirement plans.
Shares of the Fund are available for purchase by qualified plans which have been
approved by the Internal Revenue Service and include Individual Retirement
Accounts (including SEP/IRAs), Profit Sharing and Money Purchase Plans, 403(b)
Plans and 401(k) Plans. Plan support services are available. For details, please
contact the John Hancock Funds Retirement Plans Department by calling
1-800-472-3863.

Further information regarding the above services and privileges is set forth in
the Statement of Additional Information.

TELEPHONE PRIVILEGES
- ------------------------------------------------------

Neither the Fund, Transfer Agent or the Investment Adviser will be responsible
for the authenticity of telephone instructions. You should be aware that
transactions authorized by telephone instructions reasonably believed to be
authentic by the Fund can subject you to the risk of loss if such telephone
instructions are subsequently found to be unauthentic.

23
<PAGE> 25

and/or telephone redemption will automatically be accorded to your account
unless you specifically decline this privilege in the Account Application. If
establishing a new account through a confirmed trade, your securities dealer
should provide a completed new account application or submit specific written
instructions requesting specific account privileges at the time of trade
settlement. The Fund will employ reasonable procedures to confirm that the
instructions as to either exchange, redemption or FedWire redemptions
communicated by telephone are genuine, and that absent such procedures, the Fund
or its agents may be liable for any losses due to unauthorized or fraudulent
instructions. These procedures include:

1. Recording all calls for telephone transactions (each transaction is thereby
indexed by the time of the call placed);

2. Requesting the caller's name and phone number as verification of the origin
of the telephone call;

3. Requesting the name of the Fund and your account number, the name(s) in which
the account is registered and the tax identification number listed on the
account; and

4. Mailing written confirmation (statements) of each transaction on the
following business day to the registration address and the broker/dealer of
record.

DIVIDENDS, DISTRIBUTIONS
AND TAX STATUS
- ------------------------------------------------------

DIVIDENDS AND CAPITAL GAINS. The Fund declares dividends daily and pays
dividends monthly which are substantially equal to all of its net investment
income (i.e., non-capital gain income from its investments less expenses). In
addition, the Fund may distribute any net short-term or long-term capital gains
realized from the sale of its portfolio securities and transactions involving
options and futures during the fiscal year. Short-term capital gains, if any,
will normally be distributed monthly and net realized capital gains, if any,
will be distributed at least annually. The excess of net long-term capital gains
over net short-term capital losses including losses carried forward from prior
years represents net realized capital gains. In addition, the Fund may make
"supplemental dividends or distributions" to comply with applicable income and
excise tax laws.

When a dividend or capital gains distribution is paid, the net asset value per
share is reduced by the amount of the payment. All dividends and any capital
gains distribution are reinvested automatically in additional shares on the
reinvestment date, unless you indicate in writing to the Transfer Agent or
select in the Account Application to receive proceeds in cash or have them
reinvested in shares of the same class of another John Hancock fund (without
imposition of a sales charge) at the next determined net asset value following
receipt of the proceeds (i.e., the reinvestment date.) See "Cross --
Reinvestment Service."

TAXES. Because the Fund intends to distribute its net investment income and net
realized capital gains to its shareholders, and to adhere to other applicable
requirements, it is not expected that the Fund will be required to pay any
federal income taxes on amounts paid by it as dividends and distributions.
However, you normally will have to pay federal income taxes and any applicable
state income taxes on the dividends and capital gains distributions you receive
(either as cash or reinvested shares) from the Fund (unless you are exempt from
taxation or entitled to tax deferral.) After the end of each calendar year, you
will receive a statement indicating the amount and federal tax status of all
distributions received during that year. This includes information on the
portion taxable as ordinary income and the portion taxable as long-term capital
gains.

24
<PAGE> 26

Distributions from the Fund's net investment income and any net short-term
capital gains are taxable to you as ordinary income. Distributions derived from
net long-term capital gains, which are designated by the Fund as capital gains
dividends are taxable to you as long-term capital gains, regardless of the
length of time you have held the shares. The Fund is required to withhold 31% of
taxable dividends, distributions and redemptions paid to you if you have not
complied with IRS taxpayer identification requirements. To avoid this "backup"
withholding requirement, you may furnish the Transfer Agent with your taxpayer
identification number and required certifications by completing the Account
Application or IRS form W9. (See "Backup Withholding" in the back of the
Prospectus). You should consult your own tax adviser concerning tax consequences
of an investment in the Fund.

Additional
Information
- ------------------------------------------------------

The cumulative total return shows the dollar or percentage change in value over
a specified period of time (i.e., 1, 5 or 10 years or since the Fund's
inception), assuming reinvestment of all dividends and distributions on the
reinvestment dates and payment of maximum sales charges applicable to purchases
and redemptions. Average annual total return shows the Fund's cumulative return
divided over the number of years included in the given period ("standardized
performance"). Total returns may, in conjunction with standardized performance,
be calculated for other specified periods and/or excluding the effect of sales
charges (which if included, would reduce the performance quoted). Both the yield
and total return are based on historical earnings and are not indicative of
future performance. The Fund will include performance data for both Class A and
Class B Shares in any achievement or information including performance data of
the Fund. The Statement of Additional Information contains more detailed
information about the calculation of performance. The Fund also may advertise
its performance relative to certain performance rankings, ratings and indexes
compiled by independent organizations (such as Lipper Analytical Services, Value
Line and Morningstar, Inc.). In addition, the Fund may use comparative
performance information from certain industry research materials or published in
various periodicals. The Statement of Additional Information sets forth under
"Performance Information" a list of periodicals, indexes, etc. which the Fund
may use in its advertisements.

25
<PAGE> 27

ment Income Fund. All shares of common stock of the Corporation, $0.01 par value
per share, have equal voting rights and have no preemptive or conversion rights.
Both Class A and Class B shares represent an interest in the same assets of the
Fund and are identical in all respects except that each class bears different
distribution expenses and has exclusive voting rights with respect to its
distribution plan. Shares of the Fund issued are fully paid, nonassessable,
fully transferable and redeemable at the option of the holder. The Fund is not
required to hold annual shareholder meetings except when required by federal or
state law. Under certain circumstances, shareholders of the Fund have the right,
and available procedures, to call a meeting of shareholders for any proper
purpose. At the written request of the holders of at least 10% of the
outstanding shares of the Corporation, the Corporation will call a meeting for
the purpose of voting on the removal of one or more Directors. The Fund will
assist shareholders with any communications regarding such meetings including
shareholder proposals.

SHAREHOLDER INQUIRIES. All inquiries regarding the Fund including questions
concerning share ownership, dividends, transfer of ownership or share
redemption, should be directed to the Fund at the telephone number or address on
the cover page of this Prospectus.

CUSTODIAN. Investors Bank & Trust Company, 34 Federal Street, Boston,
Massachusetts 02110, is the Custodian for the Fund.

TRANSFER AGENT. Transfer and dividend disbursing agent functions are performed
by The Shareholder Services Group ("TSSG"), One American Express Plaza,
Providence, Rhode Island 02903.

INDEPENDENT AUDITORS. Ernst & Young LLP, 200 Clarendon Street, Boston,
Massachusetts 02116, has been selected as the independent auditors of the Fund.

26
<PAGE> 28

APPENDIX A

DESCRIPTION OF DERIVATIVE SECURITIES
AND ASSET-BACKED SECURITIES

Set forth below is a description of the derivative securities and asset-backed
securities in which the Fund may invest. The Fund may invest in other similar
types of derivative securities and asset-backed securities, including those
which may be developed in the future, without shareholder approval.

CMOS, REMICS AND MULTI-CLASS PASS THROUGH SECURITIES

The Fund may also invest in real estate mortgage investment conduits (REMICs),
collateralized mortgage obligations (CMOs) and multi-class pass-through
securities. CMOs are obligations issued by special purpose trusts secured by
mortgages. REMICs own mortgages and elect REMIC status under the Internal
Revenue Code and are similar to CMOs in that they issue multiple classes of
securities. Multi-class pass-through securities are similar to CMOs in that they
are generally divided into several classes; however, they represent equity
interests in the pool of mortgage loans typically held in a trust (unless
indicated otherwise all references to CMOs include REMICs and multiclass pass
through securities). Government CMOs are issued by a U.S. Government agency or
instrumentality and private CMOs are issued by private, nongovernment
corporations such as commercial banks, mortgage bankers or other financial
institutions. CMOs are issued in a number of classes or "tranches" with
different maturities. The classes or tranches are retired in sequence as the
underlying mortgages are repaid. Prepayment may shorten the stated maturity of
the obligation and can result in a loss of premium, if any has been paid.
Certain of these securities may have variable or floating interest rates and
others may be stripped (securities which provide only the principal or interest
feature of the underlying security). As part of the process of creating more
predictable cash flows on most of the tranches in a series of CMOs, one or more
tranches generally must be created that absorb most of the volatility in the
cash flows on the underlying mortgage assets. The yields on these more volatile
tranches are generally higher than prevailing market yields on government asset
backed securities with similar average lives. Because of the uncertainty of the
cash flows on these tranches, and the sensitivity thereof to changes in
prepayment rates on the underlying mortgage assets, the market prices of and
yield on these tranches tend to be highly volatile. CMOs, REMICs and multiclass
pass through securities issued by private entities are not considered U.S.
Government securities for purposes of the investment policies of the Fund and
may be purchased only if they are rated at the time of purchase in the two
highest grades by either Moody's or S & P. Privately issued securities which
have underlying assets consisting of conventional mortgage loans or whole loans
are not guaranteed by an entity having the credit status of a U.S. Government
agency. Such securities are generally structured with one or more types of
credit enhancement such as guarantees, insurance policies or letters of credit
obtained by the issuer or sponsor from third parties so that in the event of a
default on an underlying mortgage no loss would be borne until all credit
enhancement protecting such security is exhausted.

ZERO COUPON BONDS AND OTHER STRIPPED SECURITIES

27
<PAGE> 29

the difference between its face value at the time of maturity and the price for
which it was acquired, which is generally an amount significantly less than its
face value (sometimes referred to as a "deep discount" price). Investing in
"zero coupon" Treasury securities may help to preserve capital during periods of
declining interest rates. For example, if interest rates decline, GNMA
Certificates owned by the Fund which were purchased at greater than par are more
likely to be prepaid, which would cause a loss of principal. In anticipation of
this, the Fund might purchase zero coupon Treasury securities, the value of
which would be expected to increase when interest rates decline. Zero coupon
Treasury securities do not entitle the holder to any periodic payments of
interest prior to maturity. Accordingly, such securities usually trade at a deep
discount from their face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities which make periodic distributions of
interest. On the other hand, because there are not periodic interest payments to
be reinvested prior to maturity, zero coupon securities eliminate the
reinvestment risk and lock in a rate of return to maturity. Current federal tax
law requires that a holder (such as the Fund) of a zero coupon security accrue a
portion of the discount at which the security was purchased as income each year
even though the Fund received no interest payment in cash on the security during
the year.

Stripped mortgage-related and mortgage-backed securities (hereinafter referred
to as "Stripped Mortgage Securities") are derivative multiclass mortgage
securities. Stripped Mortgage Securities may be issued by agencies or
instrumentalities of the U.S. Government, or by private originators of, or
investors in, mortgage loans, including mortgage banks, commercial banks,
investment banks and special purpose subsidiaries of the foregoing. Stripped
Mortgage Securities are usually structured with two classes that receive
different proportions of the interest and principal distributions on a pool of
mortgage assets. A common type of Stripped Mortgage Securities will have one
class receiving some of the interest and most of the principal from the mortgage
assets, while the other class will receive most of the interest and the
remainder of the principal. In the most extreme case, one class will receive all
of the interest (the interest-only or "IO" class), while the other class will
receive all of the principal (the principal-only or "PO" class). The yield to
maturity on an IO class is extremely sensitive to the rate of principal payments
(including prepayments) on the related underlying mortgage assets, and a rapid
rate of principal payments may have a material adverse effect on the securities'
yield to maturity. If the underlying mortgage assets experience greater than
anticipated prepayments of principal, the fund may fail to fully recoup its
initial investment in an IO, even if the IO is rated AAA or Aaa. Furthermore, if
the underlying mortgage assets experience slower than anticipated prepayments of
principal, the yield of a PO will be affected more severely than would be the
case with a traditional mortgage-backed security. IOs and POs have exhibited
large price changes in response to changes in interest rates and are considered
to be volatile in nature. In addition, if any stripped mortgage security issued
by the U.S. Government or its agencies and instrumentalities is determined to be
illiquid under guidelines established by the Board of Directors, the Fund will
limit its investment in such instruments together with all non-government issued
stripped mortgage securities and other illiquid instruments to not more than 10%
of its total assets.

ASSET-BACKED SECURITIES

28
<PAGE> 30

than mortgage loans and historically has been less likely to experience
substantial prepayments, no assurance can be given as to the actual maturity of
an asset-backed security because prepayments of principal may be made at any
time. Payments of principal and interest typically supported by some form of
credit enhancement, such as a letter of credit, surety bond, limited guarantee
by another entity or having a priority to certain of the borrower's other
securities. The degree of credit enhancement varies, and generally applies to
only a fraction of the asset-backed security's par value until exhausted. If the
credit enhancement of an asset-backed security held by the Fund has been
exhausted, and if any required payments of principal and interest are not made
with respect to the underlying loans, the Fund may experience losses or delays
in receiving payment.

Asset-backed securities entail certain risks not presented by mortgage-backed
securities. Asset-backed securities do not have the benefit of the same type of
security interest in the related collateral. Credit card receivables are
generally unsecured and a number of state and federal consumer credit laws give
debtors the right to set off certain amounts owed on the credit cards, thereby
reducing the outstanding balance. In the case of automobile receivables, there
is a risk that the holders may not have either a proper or first security
interest in all of the obligations backing such receivables due to the large
number of vehicles involved in typical issuance, and technical requirements
under state laws. Therefore, recoveries on repossessed collateral may not always
be available to support payments on the securities. For a further discussion of
the risks of investing in asset-backed securities, see the Statement of
Additional Information. The Fund will invest in asset-backed securities only if
they are rated at the time of purchase in the two highest grades by a
nationally-recognized rating agency.

29
<PAGE> 31

<TABLE>
TABLE OF CONTENTS

<CAPTION>
PAGE
---
<S> <C>
Summary................................. 2
Fund Expenses......................... 3
Financial Highlights.................... 4
Investment Objectives and Policies...... 5
Investment Practices, Techniques, and
Restrictions.......................... 8
The Fund and Its Management............. 11
Information About Shares of the Fund.... 13
Net Asset Value....................... 13
Purchase of Shares.................... 13
Redemption and Repurchase of Shares... 18
Shareholder Services.................... 21
Telephone Privileges.................... 23
Dividends, Distributions and Tax
Status................................ 24
Additional Information.................. 25
Appendix A.............................. 27
</TABLE>

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

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

SHAREHOLDER INQUIRY
------------------------
1-800-343-6840
P.O. Box 9656
Providence, Rhode Island 02940-9656

No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in
this Prospectus or in official sales literature distributed by the Funds'
Distributor in connection with the offer of the Fund's shares, and if
given or made, such other information or representations must not be
relied upon as having been authorized by the Fund or John Hancock Funds.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

T430P 3/95

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

JOHN HANCOCK GOVERNMENT
INCOME FUND
A Portfolio of John Hancock Series, Inc.

PROSPECTUS
March 1, 1995
<PAGE> 32

JOHN HANCOCK

GLOBAL RESOURCES FUND

A Portfolio of John Hancock Series, Inc.

101 Huntington Avenue Boston, Massachusetts 02199-7603
- --------------------------------------------------------------------------------

John Hancock Global Resources Fund (the "Fund"), a portfolio of John Hancock
Series, Inc. (the "Corporation"), seeks to achieve growth of capital and to
protect the purchasing power of its shareholders' capital by investing in equity
securities of domestic and foreign companies that have substantial natural
resource assets or that engage in natural resource or energy-related activities.
The Corporation is a registered investment company which is comprised of
multiple separate series (investment portfolios) offering investors a wide range
of mutual fund investment choices. This Prospectus relates only to shares of the
Fund.

THE FUND IS INTENDED FOR INVESTORS WHO ARE WILLING TO ACCEPT THE RISKS OF
INVESTING IN SECURITIES OF NATURAL RESOURCE COMPANIES AND FOREIGN
ISSUERS AND THOSE WHO UNDERSTAND SUCH RISKS ARE GREATER THAN THOSE
OF INVESTMENT COMPANIES WHICH INVEST SOLELY IN DOMESTIC
SECURITIES OR DO NOT CONCENTRATE IN NATURAL RESOURCE INDUSTRIES.

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

This prospectus briefly sets forth the basic information that you should know
before investing. YOU SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE
REFERENCE. A Statement of Additional Information dated March 1, 1995, containing
further information about the Fund, has been filed with the Securities and
Exchange Commission and is incorporated into this Prospectus by reference. A
copy of the Statement of Additional Information may be obtained without charge
by contacting John Hancock Funds, Inc. whose address and telephone number are
shown on the back cover of this Prospectus.

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

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

PROSPECTUS DATED MARCH 1, 1995
<PAGE> 33

SUMMARY
- --------------------------------------------------------------------------------

THE FUND AND THE CORPORATION. John Hancock Global Resources Fund (the "Fund")
(formerly Transamerica Global Resources Fund) is a portfolio of John Hancock
Series, Inc. (the "Corporation") which is organized as a Maryland corporation
and is an open-end diversified management investment company that issues its
shares in series each of which is designated as a "fund."

INVESTMENT OBJECTIVE. The Fund seeks to achieve growth of capital and to protect
the purchasing power of its shareholders' capital by investing in equity
securities of domestic and foreign companies that have substantial natural
resource assets or that engage in natural resource or energy-related activities.
See "Investment Objective and Policies."

INVESTMENT ADVISER. John Hancock Advisers, Inc. (the "Investment Adviser")
serves as investment adviser and receives a monthly fee from the Fund at an
annual rate of .75% of the Fund's average daily net assets. The Investment
Adviser presently manages a broad range of mutual funds and multiple investment
portfolios representing total assets of approximately $13 billion under
management. (See "The Fund and Its Management.")

DISTRIBUTION ARRANGEMENTS. The Fund offers two classes of shares, "Class A
Shares" and "Class B Shares," through the Fund's distributor, John Hancock
Funds, Inc. ("John Hancock Funds"). Class A Shares are subject to an initial
sales charge of up to 5.75% at the time of purchase and bear the expense of an
ongoing Rule 12b-1 distribution service fee at an annual rate of up to .25% of
the average daily net assets of the Fund allocable to the Class A Shares. Class
B Shares do not incur a sales charge when they are purchased but (i) are
generally subject to a sales charge if they are redeemed within six years of
purchase (a "contingent deferred sales charge" or "CDSC") and (ii) are subject
to aggregate distribution and service fees of up to 1% of the Fund's average
daily net assets allocable to the Class B Shares annually. The contingent
deferred sales charges for Class B Shares decline from 5% during the first year
of investment to zero after the sixth year (5%, 4%, 3%, 3%, 2%, 1%), (see
"Alternative Purchase Plan" on page 17). Shares of either class may be purchased
through selected financial services firms having dealer agreements with John
Hancock Funds. The minimum initial and subsequent investment amounts for either
class of shares are $1,000 and $50 ($250 and $25 for a tax sheltered retirement
plan), respectively (see "Purchase of Shares.")

SPECIAL RISK CONSIDERATIONS. The Fund's investments in equity securities of
natural resource companies involve certain risks not assumed by certain other
investment companies that do not emphasize investments in particular industries
or markets. In particular, the value of equity securities of natural resource
companies (including those companies that are primarily involved in providing
goods and services to natural resource companies) will fluctuate pursuant to
market conditions generally, as well as the market for the particular natural
resource in which the issuer is involved (see "Risk Factors.") Investing in
foreign securities represents a greater degree of risk than investing in
domestic securities. In particular, the dollar value of portfolio securities of
non-U.S. issuers fluctuates with changes in market and economic conditions
abroad and with changes in relative currency values. (See "Foreign Securities.")
The Fund's other investment policies and techniques, such as options and futures
transactions, involve specific risks (see "Investment Practices, Techniques and
Restrictions.") The Fund is not intended as a complete investment program.

The above is qualified in its entirety by the detailed information appearing
elsewhere in this Prospectus and in the Statement of Additional Information.

2
<PAGE> 34
FUND EXPENSES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------

CLASS B SHARES
CLASS A SHARES (DEFERRED
(INITIAL SALES SALES
CHARGE CHARGE
ALTERNATIVE) ALTERNATIVE)
-------------- --------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases............................ 5.75% None
Sales Charge Imposed on Reinvested Dividends......................... None None
Deferred Sales Charge (as a percentage of original purchase price)... None 5.00%
Redemption Fee....................................................... None None
Exchange Fee......................................................... None None
</TABLE>
<TABLE>
<CAPTION>

ANNUAL FUND OPERATING EXPENSES CLASS A CLASS B
(as a percentage of average net assets) ------- -------
<S> <C> <C>
Management Fees(2)................................................... 0.75% 0.75%
12b-1 Fees(3)........................................................ 0.25% 1.00%
Other Expenses....................................................... 0.79% 0.79%
----- -----
Total Fund Operating Expenses........................................ 1.79% 2.54%
===== =====
</TABLE>
<TABLE>
<CAPTION>
EXAMPLE A(4): You would pay the following expenses on a $1,000 investment, assuming a 5% annual return
and redemption at the end of each time period.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------ ------ -------
<S> <C> <C> <C> <C>
Class A................................................................... $ 75 $111 $149 $256
Class B................................................................... $ 26 $ 79 $135 $269*
<FN>
- ---------------
(1) Class A Shares have a reduced initial sales charge for purchases in excess of $50,000. Purchases of
$1 million or more are not subject to a sales charge; however, a contingent deferred sales charge of 1%
will be applied to redemptions within 12 months of such purchase (as described under "Initial Sales
Charge Alternative -- Class A Shares".) The deferred sales charge on Class B Shares declines from 5%
during the first year to 0% after the sixth year in the following manner: 5%, 4%, 3%, 3%, 2% and 1%. See
"Information About Shares of the Fund -- Redemption and Repurchase of Shares".

(2) See "The Fund and Its Management."

(3) See "The Fund and Its Management -- Distribution Plans."

(4) Expenses in Examples above have been restated to reflect current fees and should not be considered a
representation of past or future expenses. Use of assumed (5%) return is mandated by the Securities and
Exchange Commission. Actual expenses may be greater or less than those shown above. THE FUND'S
PAYMENT OF A DISTRIBUTION FEE MAY RESULT IN A LONG-TERM SHAREHOLDER PAYING MORE THAN THE ECONOMIC
EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGE PERMITTED UNDER THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS' RULES OF FAIR PRACTICE.

* Assumes tax-free automatic exchange of Class B Shares for Class A Shares after the eight year period
following the initial purchase of Class B Shares. If the exchange is declined, such Class B expenses would
be $288.

</TABLE>
3
<PAGE> 35

FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Financial highlights for John Hancock Global Resources Fund (formerly, Transamerica Global Resources Fund), in the case of
Class A Shares, for the period June 15, 1994 through October 31, 1994 and, in the case of Class B Shares, for each of the seven
years in the period ended October 31, 1994 and the period October 26, 1987 through October 31, 1987 have been audited by Ernst &
Young LLP, independent auditors, whose unqualified report thereon as well as other financial statements of the Fund are included
in the Statement of Additional Information. The Fund's annual report contains a discussion of the Fund's performance and is made
available upon request without charge.

CLASS A SHARES CLASS B SHARES
-------------- ---------------------------------------------------------------------------------
PERIOD FROM PERIOD
JUNE 15, 1994 YEAR ENDED OCTOBER 31, ENDED
TO OCT. 31, --------------------------------------------------------------------- OCT. 31,
1994(1) 1994 1993 1992 1991 1990 1989 1988 1987(2)
-------------- ------- ------- ------ ------- ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per share income and capital
changes for a share
outstanding during each
period(3):
Net asset value, beginning of
period...................... $14.89 $ 15.69 $ 12.41 $12.20 $ 11.57 $11.99 $10.29 $ 8.91 $ 8.71
INCOME FROM INVESTMENT
OPERATIONS
Net investment income
(loss)...................... (0.08) (0.23) (0.24) (0.24) (0.17) (0.10) 0.06 0.16 (0.0020)
Net realized and unrealized
gain on investments......... 0.81 0.12 3.52 0.58 1.24 0.16 1.82 1.22 0.2020
------ ------- ------- ------ ------- ------ ------ ------ --------
Total from Investment
Operations.............. 0.73 (0.11) 3.28 0.34 1.07 0.06 1.88 1.38 0.2000
LESS DISTRIBUTIONS
Dividends from net investment
income...................... -- -- -- -- -- (0.01) (0.06) -- --
Distributions from realized
gains....................... -- -- -- (0.13) (0.44) (0.47) (0.12) -- --
------ ------- ------- ------ ------- ------ ------ ------ --------
Total Distributions....... -- -- -- (0.13) (0.44) (0.48) (0.18) -- --
------ ------- ------- ------ ------- ------ ------ ------ --------
Net asset value, end of
period...................... $15.62 $ 15.58 $ 15.69 $12.41 $ 12.20 $11.57 $11.99 $10.29 $ 8.91
====== ======= ======= ====== ======= ====== ====== ====== ========

TOTAL RETURN(4)............... 4.90% (0.70)% 26.43% 2.93% 9.81% 0.09% 18.60% 15.49% 2.30%
====== ======= ======= ====== ======= ====== ====== ====== ========

RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average
net assets.................. 0.73% 2.54% 2.92% 3.75% 3.64% 3.55% 4.85% 9.03% 0.40%
Ratio of expense reimbursement
to average net assets....... -- -- -- -- -- (0.05)% (1.40)% (5.94)% (0.37)%
------ ------- ------- ------ ------- ------ ------ ------ --------
Ratio of net expenses to
average net assets.......... 0.73% 2.54% 2.92% 3.75% 3.64% 3.50% 3.45% 3.09% 0.03%
====== ======= ======= ====== ======= ====== ====== ====== ========

Ratio of net investment income
(loss) to average net
assets...................... (0.42)% (1.52)% (1.65)% (2.01)% (1.47)% (0.82)% 0.55% 1.61% (0.02)%
Portfolio turnover............ 96% 96% 83% 59% 93% 59% 63% 191% 0%
Net Assets, end of period (in
thousands).................. $5,372 $36,937 $19,498 $7,428 $10,766 $7,746 $3,655 $1,746 $ 113
<FN>
- ---------------
(1) Financial highlights, including total return, have not been annualized. Portfolio turnover is for the year ended
October 31, 1994.

(2) Financial highlights, including total return, are for the period from October 26, 1987 (date of the Fund's initial offering
of shares to the public) to October 31, 1987 and have not been annualized.

(3) Per share information has been calculated using the average number of shares outstanding.

(4) Total return does not include the effect of the initial sales charge for Class A Shares nor the contingent deferred sales
charge for Class B Shares.

</TABLE>

4
<PAGE> 36

INVESTMENT OBJECTIVES AND POLICIES
- --------------------------------------------------------------------------------

The Fund's investment objectives are to protect the purchasing power of
shareholders' capital and to achieve growth of capital. The first of these
objectives means that the Fund seeks to protect generally shareholders' invested
capital against erosion of the value of the U.S. dollar through inflation.
Current income will not be a primary consideration in selecting securities.
However, it will be an important factor in making selections among securities
believed otherwise comparable by the Investment Adviser.

The Fund pursues its objectives by investing at all times (except during periods
when it is investing defensively) at least 65% of its total assets in:

1. equity securities of domestic and foreign companies (a) with substantial
natural resource assets, natural resource-related or energy-related
activities and (b) that provide equipment or services primarily devoted to
the natural resource or energy related activities of companies described in
(a); and

2. asset-based securities (hereinafter defined).

Resource assets consist of precious metals (e.g., gold, silver and platinum),
ferrous and nonferrous metals (e.g., iron, aluminum and copper), strategic
metals (e.g., uranium and titanium), hydrocarbons (e.g., coal, oil and natural
gas), timberland, developed and undeveloped real property and agricultural
commodities.

The Investment Adviser will identify companies that, in its opinion, have
substantial holdings of resource assets so that when compared to the company's
capitalization, revenues or operating profits, such assets are of enough
magnitude that changes in the assets' economic value will affect the market
value of the company. The Fund will consider a company to be a Natural Resource
Company if, at the time the Fund acquires its securities, at least 50% of the
company's noncurrent assets, capitalization, gross revenues or operating profits
in the most recent or current fiscal year are:

1. involved in or result from (directly or indirectly through subsidiaries)
exploring, mining, refining, processing, transporting, fabricating, dealing
in or owning resource assets; or

2. involved in or result from energy-related activities directly or indirectly
through subsidiaries.

The Fund presently does not intend to invest directly in natural resource assets
or contracts related to natural resource assets, other than gold bullion
(directly or through warehouse receipts for gold) and gold coins. Although the
Fund is authorized to invest a majority of its assets in (1) gold and (2) gold
related securities or securities of gold related companies, it does not
presently anticipate such investments to exceed 25% of its total assets
(including its 10% limitation in gold bullion or gold coins.) (See "Risk
Factors").

Energy-related activities consist of those which relate to the development and
use of energy sources, such as:

1. the generation of power from hydroelectric, geothermal, tidal, or other
naturally-occurring sources, or from natural resource manufacturing
by-products or refuse;

2. the development of synthetic fuels;

3. transportation of energy producing sources such as coal, oil, electricity or
nuclear fuels;

4. the development and application of techniques and devices for conservation or
efficient use of energy; and,

5. the control of pollution related to energy industries and waste disposal.

Generally, a company will be considered to provide equipment or services to such
Natural Resource Companies if a significant part (at least 50%) of the

5
<PAGE> 37

company's business or its profit relates to the resource-related or
energy-related activities. Examples of this kind of company are:

1. manufacturers of mining or earth moving equipment;

2. providers of seismology testing services; and

3. providers of supplies and maintenance services to offshore drilling sites.

The Investment Adviser believes an investment in the Fund may provide a good
hedge against inflation.

Although it is not required to do so, the Fund will consider selling securities
of companies held in its portfolio that no longer meet the 50% test described
above.

The Fund may invest in "asset based securities" which are debt securities,
preferred stocks or convertible securities when the principal amount, redemption
terms or conversion terms of these investments are related to the market price
of some natural resource asset such as gold bullion. The Fund will purchase only
asset-based securities that are rated investment grade (i.e., "AAA," "AA," "A"
or "BBB" by Standard & Poors Ratings Group ("S&P"); or "Aaa," "Aa," "A" or "Baa"
by Moody's Investor Services ("Moody's"); or commercial paper rated "A-1" by S&P
or "Prime-1" by Moody's ), or, if not rated by S&P and Moody's or unrated,
securities from issuers that the Investment Adviser has determined to be of
similar creditworthiness. Subsequent to its purchase by the Fund, a security may
be assigned a lower rating or cease to be rated. Such an event would not require
the elimination of the issue from the portfolio, but the Investment Adviser will
consider such an event in determining whether the Fund should continue to hold
the security in its portfolio. Securities rated BBB or Baa, although considered
to be investment grade, may have speculative characteristics in that changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity of the issuer to make principal and interest payments than is the case
for higher grade securities.

The Fund will seek securities that are attractively priced relative to the
intrinsic values of the relevant natural resource or that are of companies which
are positioned to benefit under existing or anticipated economic conditions.
Accordingly, the Fund may shift its emphasis from one natural resource industry
to another depending upon prevailing trends or developments, provided that the
Fund will not invest 25% or more of its total assets in the securities of
companies in any one natural resource industry.

There are also no geographic limitations on natural resource companies in which
the Fund may invest. However, it is a non-fundamental policy whereby the Fund
will be invested in securities of issuers, with respect to foreign investments,
in at least three countries. In light of the geographic concentration of many
natural resources, the Fund anticipates that many of the companies in which it
invests will be located in Canada, Australia, New Zealand, Malaysia, the United
Kingdom and the United States. Investments may also be made in companies located
in Japan, Western Europe, Latin America, Southeast Asia and other countries as
the Fund's investment adviser may from time to time determine. In connection
with the Fund's investments in foreign securities, the Fund's Investment Adviser
will consider factors such as the expected levels of inflation and interest
rates, government policies influencing business conditions, the range of
investment opportunity and other pertinent financial, tax, social, political and
national factors -- all in relation to the prevailing prices of the securities
of foreign issuers. The Fund is permitted, but presently does not intend, to
invest up to 100% of its assets in securities of non-U.S. companies and may
engage in various hedging instruments related to foreign securities.
Concentration of investments by the Fund in foreign securities may involve
special considerations and additional investment risks. (See "Risk Factors".)

6
<PAGE> 38

During periods when the Investment Adviser views the potential for total returns
from corporate or government debt obligations to be greater than the potential
for total returns from equities, these securities, up to a normal limit of 35%
of the Fund's total assets, will be included in the portfolio. The Fund will
purchase only corporate debt securities of domestic or foreign issuers which are
rated investment grade (i.e., "AAA," "AA" "A" or "BBB" by S&P; or "Aaa," "Aa,"
"A" or "Baa" by Moody's; or commercial paper rated "A-1 " by S&P or "Prime-1 "
by Moody's,) or unrated securities from issuers that the Investment Adviser has
determined to be of similar creditworthiness. This limit may be exceeded as the
result of temporary defensive investments. The foregoing credit quality
limitations do not apply to deposits at the bank or banks in which cash is
maintained by the Fund (see "Custodian.") As noted above, securities that are
rated "BBB" or "Baa" are considered to have speculative characteristics.

As to the balance of the Fund's assets, the Fund may:

1. invest (for liquidity purposes) in short term debt securities with remaining
maturities of one year or less ("money market instruments") such as U.S.
government securities, certificates of deposit, bankers acceptances,
commercial paper, corporate debt securities and related repurchase
agreements;

2. enter into repurchase agreements and reverse repurchase agreements, lend its
portfolio securities and make short sales "against the box";

3. invest in options on securities and stock indexes;

4. invest in when-issued securities and restricted securities; and

5. employ certain hedging techniques such as options on stock indexes, stock
index futures contracts and options thereon, foreign currency futures
contracts and forward foreign currency exchange contracts and options on
foreign currencies.

These policies and techniques may involve certain risks and are further
described under "Investment Practices, Techniques and Restrictions."

1. obligations of banks (including certificates of deposit, bankers' acceptances
and repurchase agreements) with assets of $100,000,000 or more;

2. commercial paper rated within the two highest rating categories of a
nationally recognized rating organization;

3. investment grade short-term notes;

4. obligations issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities; and

5. related repurchase agreements.

The extent to which the Fund will be able to achieve its investment objective
depends upon the Investment Adviser's ability to evaluate and develop the
information it receives into a successful investment program. There can, of
course, be no assurance that the Fund will achieve its investment objectives.
The investment objectives and policies of the Fund are non-fundamental, which
means they may be changed by the Board of Directors without requiring the vote
of shareholders; such investment objective may not, however changed without
prior (30 days') written notice first having been given to shareholders. Such a
change in the investment objective may result in the Fund's investment objective
being different from that which the shareholders considered appropriate, in
light of their then current financial position and needs, at the time of their
investment in the Fund.

The Fund may dispose of investments regardless of the holding period if an
issuer's revised credit rating or perceived changes in a company's growth pros-

7
<PAGE> 39

pects or asset value make selling them advisable. A higher portfolio turnover
rate involves greater expenses to the Fund and may also result in the
realization of short-term capital gains at ordinary income rates. Portfolio
turnover rates of the Fund for recent years are shown in the section "Financial
Highlights." The Fund will engage in portfolio trading if it believes a
transaction, net of costs (including custodian charges) will help in attaining
its investment objective.

The Statement of Additional Information also contains the following information:

1. Appendix AA explains short-term obligations and government securities.

2. Appendix CC explains various options, futures and forward contracts.

3. Appendix DD explains ratings of various fixed income securities by Moody's
and S&P, including preferred stocks and short term investments.

RISK FACTORS

General. Because the values of the portfolio securities of the Fund, and
therefore the net asset value per share, will fluctuate with general economic
and market conditions, the net asset value per share at the time an investor's
shares are redeemed may be more or less than the value at the time of purchase.

Foreign Securities. The Fund's investments in foreign securities involve risks
not present in domestic securities such as: currency exchange rate fluctuations;
exchange control policies; expropriation or confiscatory taxation; difficulty in
obtaining and enforcing judgments against a foreign issuer; political, economic
or social instability; and less securities regulation. Foreign securities can be
less liquid or more volatile than U.S. securities, and foreign accounting and
disclosure standards may differ from U.S. standards. The values of foreign
investments can rise or fall because of changes in currency exchange rates. (See
"Foreign Securities and Currency Transactions" below.)

Natural Resources Considerations. The value of equity securities of natural
resource companies will fluctuate due to various factors including changes in
the market for the particular natural resource in which the issuer is involved.
Events occurring in nature, inflationary pressures and international polities
can affect the overall supply and demand of a natural resource and thereby the
value of companies involved in such natural resources. Additionally, the prices
of gold stocks and the price of gold are subject to substantial fluctuations,
and may be affected by unpredictable international monetary and political
circumstances such as currency revaluations, national and world economic
conditions, social conditions within a country (particularly South Africa, which
is the world's largest producer of gold), trade imbalances or trade and currency
restrictions between countries. These price fluctuations may adversely affect
the value of an investment in the Fund. The only major gold-producing countries
are the U.S., Russia, Canada, Australia and South Africa. (See Statement of
Additional Information "Special Considerations Related to Investment in Gold"
for further discussion.) Because of its emphasis on securities of companies with
substantial resource assets or resource asset-related or energy-related
businesses, the Fund should be considered as a focused investment to achieve
diversification and not as a balanced or complete investment program.

Other Considerations. The use of options contracts in an effort to enhance
current yield (see "Investment Techniques Transactions in Options, Futures and
Forward Contracts" below) may result in the loss of principal under certain
market conditions. In addition, certain hedging techniques employed the Fund
will result in transaction costs to the Fund and there can be no assurance that
the risks will be eliminated. In addition, the value of the Fund's investments
in debt securities generally increases when interest rates decline and decrease
when inter-

8
<PAGE> 40

est rates rise. The rating limitations applicable to the Fund's fixed income
investments apply at the time of acquisition of a security; any subsequent
change in the rating or quality of a security will not require the Fund to sell
the security. Securities rated BBB by S&P or Baa by Moody's have speculative
characteristics with respect to the issuer's capacity to pay interest and repay
principal. This capacity may decline during sustained periods of deteriorating
economic conditions or rising interest rates. Medium grade securities are
generally considered to be subject to greater market risk than higher quality
securities in times of deteriorating economic conditions and may be less likely
to appreciate in value during periods of declining interest rates. In addition,
medium grade securities may be more susceptible to real or perceived adverse
economic and competitive industry conditions than is the case for higher quality
securities. The Investment Adviser does not rely solely on the ratings assigned
by recognized rating agencies. (See "Statement of Additional Information" for
further discussion.)

GIVEN THE FOREGOING RISKS AND THOSE DESCRIBED ELSEWHERE IN THIS PROSPECTUS, AN
INVESTMENT IN THE FUND MAY NOT BE APPROPRIATE FOR ALL INVESTORS, PARTICULARLY
THOSE WHO SEEK ASSURED INCOME.

INVESTMENT PRACTICES, TECHNIQUES AND RESTRICTIONS
- --------------------------------------------------------------------------------

FOREIGN SECURITIES AND CURRENCY TRANSACTIONS. As briefly described above,
investment in foreign securities involve certain risks not associated with the
investment in securities of U.S. issuers. These risks include political or
economic instability in the country of the issuer, the difficulty of predicting
international trade patterns, the possibility of imposition of exchange controls
and the risk of currency fluctuations. Such securities may be subject to greater
fluctuations in price than securities issued by U.S. corporations or issued or
guaranteed by the U.S. Government, its instrumentalities or agencies. In
addition, there may be less publicly available information about a foreign
company than about a domestic company. Foreign companies generally are not
subject to uniform accounting, auditing and financial reporting standards
comparable to those applicable to domestic companies. There is generally less
government regulation of securities exchanges, brokers and listed companies
abroad than in the United States. In addition, the values of foreign securities
may be affected by application of foreign laws (including withholding taxes),
changes in governmental administration or economic or monetary policy in the
U.S. or diplomatic relations with foreign countries. Finally, in the event of a
default of any such foreign debt obligations, it may be more difficult for the
Fund to obtain or to enforce a judgment against the issuers of such securities.

In many instances, foreign debt securities may provide higher yields than
securities of domestic issuers which have similar maturities and quality. Under
certain market conditions these investments may be less liquid than the
securities of U.S. corporations and are certainly less liquid than securities
issued or guaranteed by the U.S. Government, its instrumentalities or agencies.

If the security is denominated in a foreign currency, it will be affected by
changes in currency exchange rates and in exchange control regulations, and
costs will be incurred in connection with conversions between currencies. A
change in the value of any such currency against the U.S. dollar will result in
a corresponding change in the U.S. dollar value of the Fund's securities
denominated in that currency.

9
<PAGE> 41

Such changes will also affect the Fund's income and distributions to
shareholders. In addition, although the Fund will receive income in such
currencies, the Fund will be required to compute and distribute its income in
U.S. dollars. Therefore, the Fund may buy or sell foreign currencies and foreign
currency forward contacts for hedging purposes in connection with its foreign
investments. A forward currency contract is an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. The Fund might purchase a particular currency or enter into a
forward currency contract to preserve the U.S. dollar price of securities it
intends to or has contracted to purchase. Alternatively, it might sell a
particular currency on either a spot or forward basis to hedge against an
anticipated decline in the dollar value of securities it intends to or has
contracted to sell. Although this strategy could minimize the risk of loss due
to a decline in the hedged currency, it could also limit any potential gain from
an increase in the value of the currency. The Fund is authorized to, but
presently does not intend to, enter into transactions involving options on
foreign currencies for hedging purposes only. (See Statement of Additional
Information for further details).

REPURCHASE AGREEMENTS AND RESTRICTED SECURITIES. When participating in
repurchase agreements, the Fund buys securities from a seller (usually a bank or
brokerage firm) with the agreement that the seller will repurchase the
securities at a predetermined price or yield at a later date. Transactions
involving repurchase agreements must be fully collateralized at all times,
however the Fund may be subject to various delays and risks of loss if the
seller is unable to meet its obligation to repurchase. The Fund may also invest
in securities which are restricted as to resale. The registration of such
"restricted securities" under the Securities Act of 1933 (the "Securities Act")
may be required prior to sale with attendant time delays, and the Fund may have
to bear all or a part of the expense of such registration. No more than 10% of
the Fund's total net assets may be invested in restricted securities (including
other securities not readily marketable) and in repurchase agreements that
mature in more than seven days (collectively, "illiquid securities.") The Fund
may purchase, without regard to this limitation, restricted securities which can
be offered and sold to "qualified institutional buyers" under Rule 144A of the
Securities Act so long as such securities meet liquidity guidelines established
by the Fund's Board of Directors. Since it is not possible to predict with
assurance exactly how this market for restricted securities sold and offered
under Rule 144A will develop, the Board of Directors will monitor the Fund's
investments in these securities, focusing on such factors, among others, as
valuation, liquidity and availability of information.

LENDING OF PORTFOLIO SECURITIES. The Fund may lend its portfolio securities
amounting to not more than 33% of the value of its portfolio securities to
approved borrowers (principally broker/dealers) provided these loans are
callable at any time and are continuously secured by collateral (cash or
government securities) equal to no less than the market value, determined daily,
on the securities loaned. The Fund may reinvest any cash collateral in short
term highly liquid debt securities. During the period of the loan, the Fund
earns income on both the loaned securities and the collateral. Although these
transactions must be fully collateralized at all times, they involve some credit
risk to the Fund if the borrower should default on its obligation and the Fund
is delayed or prevented from recovering the collateral.

10
<PAGE> 42

with selected firms approved in advance by the Board of Directors. The Fund will
use the proceeds to purchase other investments. Reverse repurchase agreements
are considered to be borrowings by the Fund and as an investment practice may be
considered speculative. The Fund may borrow money for temporary administrative
or emergency purposes. To avoid the potential leveraging effects of the Fund's
borrowings, additional investments will not be made while borrowings are in
excess of 5% of the Fund's total assets. The Fund will limit its investments in
reverse repurchase agreements and other borrowings to no more than 33% of its
total assets.

SHORT SALES AGAINST-THE-BOX. The Fund may make short sales against-the-box for
the purpose of deferring realization of gain or loss for Federal income tax
purposes. A short sale "against-the-box" is a short sale in which the Fund owns
an equal amount of the securities sold short or securities convertible into or
exchangeable, without payment of any further consideration, for securities of
the same issue as, and equal in amount to, the securities sold short. The Fund
may engage in such short sales only to the extent that not more than 10% of the
Fund's total assets (determined at the time of the short sale) is held as
collateral for such sales.

TRANSACTIONS IN OPTIONS AND FUTURES

OPTIONS ON SECURITIES. The Fund may write (sell) covered call and cash secured
put options and purchase call and put options on equity securities. The Fund
will write options on its portfolio securities for the purpose of increasing its
return on such securities or to protect the value of its portfolio. If the price
of the underlying security moves adversely to the Fund's position, the option
may be exercised and the Fund will be required to purchase or sell the
underlying security at a disadvantageous price, which may only be partially
offset by the amount of the premium if at all. The Fund may also write
straddles, which are combinations of put and call options on the same security.
These transactions can generate additional premium income but also present an
increased risk. The Fund may also purchase put or call options in anticipation
of market changes, which may adversely affect the prices of securities the Fund
wants to purchase at a later date. The premium paid for a put or call option
plus any transaction costs will reduce the benefit, if any, realized by the Fund
upon exercise or liquidation of the option. Unless the price of the underlying
security changes sufficiently, the option may expire without value to the Fund.

OPTIONS ON STOCK INDEXES. The Fund may write (sell) covered call and put options
and purchase call and put options on stock indexes. The Fund may write options
on securities indexes in order to increase its gross income, and attempt to
protect its portfolio against declines in the value of securities it owns, or
increases in the value of securities to be acquired.

When the Fund writes an option on a securities index and the value of the index
moves adversely to the Fund's position, the option will not be exercised. The
Fund will either close out the option at a profit or allow it to expire
unexercised. The Fund will thereby retain the amount of the premium, less
related transaction costs, which will increase its gross income and offset part
of the reduced value of the portfolio securities or the increased cost of
securities to be acquired. Such transactions, however, will constitute only
partial hedges against adverse price fluctuations. This is because any of these
fluctuations will be offset only to the extent of the premium received by the
Fund for the writing of the option. In addition, if the value of an underlying
index moves adversely to the Fund's option position, the option may be exercised
and the Fund will experience a loss that may only be partially offset, if at
all, by the amount of the premium received.

The Fund may also purchase put or call options on securities indexes in order to
hedge its investments against a decline in value or to attempt to reduce the
risk of missing a market or industry segment advance. The Fund's possible loss
in either case will

11
<PAGE> 43

be limited to the premium paid for the option, plus related transaction costs.

FUTURES CONTRACTS. The Fund may enter into stock index future contracts
("Futures Contracts"). Purchases or sales of stock index Futures Contracts are
used to attempt to protect the Fund's current or intended stock index
investments from broad fluctuations in securities prices. The adverse effects of
an anticipated decrease in the value of portfolio securities may be offset, in
whole or in part, by gains on the sale of Futures Contracts. This applies when
the decrease occurs as a result of a general stock market decline. Conversely,
the increased cost of portfolio securities to be acquired may be offset, in
whole or in part, by gains on Futures Contracts purchased by the Fund. This
applies when the increase is caused by a general rise in the stock market. The
Fund will incur transaction costs when it purchases and sells Futures Contracts.
It will also be required to maintain margin deposits (see "Risks of Transactions
in Options and Futures").

OPTIONS ON FUTURES CONTRACTS. The Fund may purchase and write options on stock
index futures contracts ("Options on Futures Contracts.") Such investment
strategies will be used as a hedge and not for speculation. Put and call options
on Futures Contracts may be traded by the Fund in order to protect against
declines in the values of portfolio securities or against increases in the cost
of securities to be acquired. Purchases of options on Futures Contracts may
present less risk in hedging the Fund's portfolios than the purchase and sale of
the underlying Futures Contracts since the potential loss is limited to the
amount of the premium plus related transaction costs. The writing of these
options, however, does not present less risk than the trading of Futures
Contracts. It will constitute only a partial hedge, up to the amount of the
premium received and if an option is exercised, the Fund may suffer a loss on
the transaction.

The Fund also may enter into transactions in options on securities and options
on stock indexes for other than hedging purposes. This involves greater risk. In
addition, there can be no assurance that a liquid secondary market will exist
for a contract purchased or sold. Therefore, the Fund may be required to
maintain a position until exercise or expiration, which could result in losses.
Over-the-counter transactions in options on securities also involve risks
arising from the lack of an organized exchange trading environment. The Fund
will limit its investments in over-the-counter options, together with other
illiquid securities, to 10% of the Fund's total assets. Transactions in Futures
Contracts, Options on Futures Contracts and options are subject to other risks
as well.

The Fund will not engage in transactions in futures contracts and options on
futures for speculation, but only for hedging or other permissible risk
management purposes. All of the Fund's futures contracts and options thereon
will be traded on a U.S. commodity exchange or board of trade. The Fund will not
engage in a futures or option transaction if, immediately thereafter, the sum of
initial margin deposits on existing positions and premiums paid for options on
futures would exceed 5% of the Fund's total assets. The potential loss from
writing options on futures transactions is potentially unlimited and may exceed
the amount of the premium received.

The Fund will not purchase a call or put option if as a result the premium paid
for the option together with premiums paid for all other stock options, options
on stock indexes, stock index futures and

12
<PAGE> 44

options thereon then held by the Fund, exceed 10% of the Fund's total net
assets.

When the Fund purchases a futures contract or a call option on a futures
contact, an amount of cash or U.S. Government securities equal to the market
value of the futures contract will be deposited in a segregated account with the
Fund's custodian to collateralize the position.

The Fund's risks in entering into transactions in options, futures and forward
contracts are set forth in greater detail in the Statement of Additional
Information.

Among the restrictions are provided that the Fund may not:

(1) borrow money in an amount in excess of 33 1/3% of its total assets; and

(2) invest more than 25% of its total assets in any one industry.

If a percentage restriction, except restriction regarding borrowing, on
investments or utilization of assets is followed at the time an investment is
made or assets are utilized, a later change in percentage resulting from changes
in the value of the Fund's portfolio securities will not be considered a
violation of policy.

THE FUND AND ITS MANAGEMENT
- --------------------------------------------------------------------------------

GENERAL. The Fund is a series of John Hancock Series, Inc. (the "Corporation"),
an open-end diversified management investment company organized as a Maryland
corporation (see "Additional Information -- Organization"). The Corporation's
Board of Directors supervises the management and affairs of the Fund. The
officers of the Corporation are responsible for the Fund's daily business
operations under the overall direction of the Directors. Information about each
of the Directors and officers is set forth in the Statement of Additional
Information. Investment decisions are made by the portfolio manager, Burton J.
Willingham, Senior Vice President of John Hancock Advisers, Inc. Mr. Willingham
has served in an equity portfolio management position with the Investment
Adviser and PREDECESSOR INVESTMENT ADVISERS since 1976.

INVESTMENT ADVISER. John Hancock Advisers, Inc. is the Investment Adviser of the
Fund and is compensated for its advisory services at an annual rate of .75% of
the Fund's average daily net assets. The Investment Adviser manages the Fund's
assets, provides administrative services and supervises the Fund's daily
business affairs. The advisory fee paid by the Fund is higher than that of most
other investment companies. However, the Board of Directors has determined that
such fee is reasonable in light of the highly specialized investment decisions
and investment techniques employed by the Fund. The Investment Adviser was
organized in 1968 and is an indirect wholly owned subsidiary of John Hancock
Mutual Life Insurance Company, a financial services company. The Investment
Adviser provides the Fund and other investment companies in the John Hancock
group of funds, with investment research and portfolio management services. John
Hancock Funds distributes shares for all of the John Hancock mutual funds
through selected broker/ dealers ("Selling Brokers"). Certain Fund officers are
also officers of the Investment Adviser and John Hancock Funds.

For the fiscal year ended October 31, 1994, the Fund paid an advisory fee of
.75% of the Fund's average net assets to the Fund's former investment adviser.

In addition, during the fiscal year ended October 31, 1994, the Fund reimbursed
Transamerica Fund

13
<PAGE> 45

Management Company (the Fund's investment adviser until December 1994) ("TFMC"),
pursuant to a separate Administrative Services Agreement, for actual expenses
incurred in providing certain administrative services such as accounting and
bookkeeping services, communications in response to shareholders inquiries and
certain printing services for reports of the Fund. For the fiscal year ended
October 31, 1994 administrative services fees paid by the Fund to TFMC amounted
to 0.17% of its average daily net assets. The Administrative Services Agreement
was terminated effective January 16, 1995.

DISTRIBUTION PLANS. The Class A and Class B shareholders have adopted
distribution plans (the "Plans") pursuant to Rule 12b-1 under the Investment
Company Act of 1940. Under these Plans, the Fund will pay distribution and
service fees at an aggregate annual rate of 0.25% of the Class A Share's average
daily net assets and an aggregate annual rate of 1.00% of the Class B Shares
average daily net assets. In each case, up to 0.25% is for service expenses and
the remaining amount is for distribution expenses. The distribution fees will be
used to reimburse John Hancock Funds for its distribution expenses including but
not limited to: (i) initial and ongoing sales compensation to Selling Brokers
and others (including affiliates of John Hancock Funds) engaged in the sale of
Fund shares, (ii) marketing, promotional and overhead expenses incurred in
connection with the distribution of shares of the Fund, (iii) unreimbursed
distribution expenses under the Fund's prior distribution plans, (iv)
distribution expenses incurred by other investment companies which sell all or
substantially all of its assets to merge or otherwise engage in a reorganization
transaction with the Fund and (v) with respect to Class B Shares only, interest
expenses on unreimbursed distribution expenses. The service fees will be used to
compensate Selling Brokers for providing personal and account maintenance
services to shareholders. In the event John Hancock Funds is not fully
reimbursed for payments made or expenses it incurs under the Class A Plan, these
expenses will not be carried beyond twelve months from the date they were
incurred. These unreimbursed expenses under the Class B Plan will be carried
forward together with interest on the balance of these unreimbursed expenses.
Applicable distribution fees, in an amount not exceeding the annual limitation,
are accrued each day as an expense of the Class B Shares and reduce the net
assets of the fund attributable to the Class B Shares. However, in accordance
with generally accepted accounting principles, the Fund does not treat the
amount of Distribution Fees exceeding the annual limitation as a liability of
the Fund and does not reduce the current net assets of the Fund attributable to
the Class B Shares by such amount, although it may become payable in the future,
because the standards for accrual of a liability under these accounting
principles have not been satisfied due to contingencies as to payment of such
amount. Under the Class B Plan, unreimbursed distribution expenses as of October
31, 1994 amounted to $965,044 (2.61% of the Fund's Class B net assets at that
date).

In order to limit the higher ongoing costs associated with an investment in
Class B Shares, the Fund implements arrangements under which Class B Shares are
automatically exchanged, on a tax-free basis, for Class A Shares at the end of
the eight year period following the initial purchase of Class B Shares. (See
"Shareholder Services -- Class B Shares Automatic Exchange".)

For the fiscal year ended October 31, 1994, payments made by the Fund under the
former Class A Plan amounted to 0.10% of the average daily net assets
attributable to Class A Shares. For the fiscal year ended October 31, 1994,
total payments made by the Fund under the former Class B Plan amounted to 1.00%
of its Class B average daily net assets. In addition, for the fiscal year ended
October 31, 1994, the former Distributor received contingent deferred sales
charges from redemptions of shares of the Fund in an amount equal (on an

14
<PAGE> 46

annual basis) to 0.24% of the Fund's Class B average daily net assets.

EXPENSES OF THE FUND. The Fund's expenses, which are accrued daily, are deducted
from total income before dividends are paid. These expenses, include, but are
not limited to: fees paid to the Investment Adviser; directors' fees; taxes;
distribution, brokerage and legal fees; custodian and auditing fees;
administrative services fees; transfer agency fees and other expenses. For the
fiscal year ended October 31, 1994, Class B total expenses were 2.54% of Class B
average net assets and for the period June 15, 1994 through October 31, 1994,
total expenses for Class A Shares were 0.73% of Class A average net assets.

PORTFOLIO TRANSACTIONS. The primary consideration in choosing brokerage firms to
carry out the Fund's transactions is execution at the most favorable prices,
taking into account the broker's professional ability and quality of service.
Consideration may also be given to the broker's sale of shares of the Fund.
Pursuant to procedures determined by the Board of Directors, the Investment
Adviser may place securities transactions with brokers affiliated with the
Investment Adviser. These brokers include Tucker Anthony Incorporated, John
Hancock Distributors, Inc. and Sutro & Company, Inc. which are indirectly owned
by John Hancock Mutual Life Insurance Company, which in turn indirectly owns the
Investment Adviser. (For a further discussion, see the Statement of Additional
Information -- "Portfolio Transactions").

INFORMATION ABOUT SHARES OF THE FUND
- --------------------------------------------------------------------------------

NET ASSET VALUE

PURCHASE OF SHARES

15
<PAGE> 47

chase of Shares". Shares of the Fund are offered continuously for sale by John
Hancock Funds and are available for purchase through eligible financial service
firms such as securities broker/dealer firms and banks which have entered into
selected dealer agreements with John Hancock Funds. Dealers are responsible for
transmitting orders promptly (orders received and transmitted to the Transfer
Agent prior to 4:00 p.m. New York time will receive that day's purchase price.)

You may purchase shares by mailing a check, made payable to the Fund (noting
shareholder account number), and if opening a new account a completed
application form, to the Transfer Agent either at the post office address shown
on the back page of this Prospectus; or, if delivered by express mail, the
street address: the Transfer Agent, One American Express Plaza, Providence,
Rhode Island 02903.

The initial purchase must be at least $1,000 with subsequent investments of no
less than $50. These minimum amounts are reduced for tax-advantaged retirement
plans and accounts of participants in certain labor unions and other membership
organizations to $250, initial and $25, subsequent. The minimum investment
amounts are waived for tax-deferred retirement programs involving the submission
of additional investments by means of group remittal statements subject to a $25
minimum amount. Programs providing for regular periodic investments, including a
payroll deduction plan, systematic exchanges or investment by bank draft, have
also reduced minimum investment amounts (see "Shareholder Services -- Automatic
Investment Plan, Systematic Exchange Program and Payroll Deduction Plans.")
Certificates for shares will not be issued unless requested by the shareholder
in writing and then only for full shares.

The Board of Directors reserves the right to change or waive the minimum
investment requirements and to reject any order for purchase of shares
(including FedWire purchases) when in its judgement such rejection is in the
Fund's best interest.

(1) name of the Fund,

(3) shareholder account number.

Federal funds may be wired to:*

Boston Safe Deposit and Trust Company ("BSDT")
ABA Routing Number: 011001234
Account Number: 159565

* Except during such times or holidays when BSDT is not open for business.

ALTERNATIVE PURCHASE PLAN

16
<PAGE> 48

you do not specify on your account application which class of shares you are
purchasing, it will be assumed that you are investing in Class A Shares.

CLASS B SHARES. You will not incur a sales charge when you purchase Class B
Shares, but the shares are subject to a sales charge if you redeem them within
six years of purchase (the "contingent deferred sales charge" or the "CDSC").
Class B Shares are subject to ongoing distribution and service fees at a
combined annual rate of up to 1.00% of the Fund's average daily net assets
attributable to the Class B Shares. Investing in Class B Shares permits all of
your dollars to work from the time you make your investment, but the higher
ongoing distribution fee will cause these shares to have a higher expense ratio
than that of Class A Shares. To the extent that any dividends are paid by the
Fund, these higher expenses will also result in lower dividends than those paid
on Class A Shares.

FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE. The alternative purchase
arrangement allows you to choose the most beneficial way to buy shares given the
amount of your purchase, the length of time that you expect to hold your shares
and other circumstances. You should consider whether, during the anticipated
life of your Fund investment, the accumulated fees on Class B Shares would be
less than the initial sales charge and accumulated fees on Class A Shares
purchased at the same time and to what extent this differential would be offset
by the Class A Shares' lower expenses. To help you make this determination, the
table under the caption "Fund Expenses" gives examples of the charges applicable
to each class of shares. Class A Shares will normally be more beneficial if you
qualify for a reduced sales charge. See "Reduced Initial Sales Charge."

In the case of Class A Shares, distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and the ongoing distribution and service fees. In
the case of Class B Shares expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
Shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A Shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's

17
<PAGE> 49

shares may receive different compensation for selling each class of shares.

INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The public offering price of
Class A Shares of the Fund is the current net asset value per share (next
computed after receipt of an order by the Fund's Transfer Agent), plus a sales
charge (a percentage of the offering price as set forth in the table below).

<TABLE>
<CAPTION>
COMBINED
REALLOWANCE REALLOWANCE
SALES SALES AND SERVICE TO SELLING
CHARGE AS A CHARGE AS A FEE AS A BROKER AS
AMOUNT INVESTED PERCENTAGE PERCENTAGE OF PERCENTAGE A PERCENTAGE
(INCLUDING AT OFFERING THE AMOUNT OF OFFERING OF OFFERING
SALES CHARGE) PRICE INVESTED PRICE(+) PRICE(*)
- ------------------------------- ----------- ------------- --------------- ------------
<S> <C> <C> <C> <C>
Less than $50,000.............. 5.75% 6.10% 5.25% 5.01%
$50,000 to $99,999............. 4.75% 4.99% 4.25% 4.01%
$100,000 to $249,999........... 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999........... 2.75% 2.83% 2.35% 2.11%
$500,000 to $999,999........... 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over............ 0.00%(**) 0.00%(**) (***) 0.00%(***)
<FN>
- ---------------
(*) Upon notice to broker-dealers with whom it has sales agreements ("Selling Brokers"), John Hancock
Funds may reallow an amount up to the full applicable sales charge. A Selling Broker to whom
substantially the entire sales charge is reallowed or who receives these incentives may be deemed to be
an underwriter under the Securities Act of 1933.
(**) No sales charge is payable at the time of purchase in Class A Shares of $1 million or more, but a
contingent deferred sales charge may be imposed in the event of certain redemption transactions within
one year of purchase. See "Purchases of $1 Million or More."
(***) John Hancock Funds may pay a commission and first year's service fee (as described in (+) below) to
Selling Brokers who initiate and are responsible for purchases of $1 million or more in aggregate. See
"Purchases of $1 Million or More" below.
(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first year's service fee in advance,
in an amount equal to 0.25% of the next assets invested in the Fund and thereafter pays the service fee
periodically in arrears in an amount up to 0.25% of the Fund's average annual net assets. Selling
Brokers receive the fee as compensation for providing personal and account maintenance services to
shareholders.
</TABLE>

18
<PAGE> 50

levels and specific awards and eligible funds, may be obtained by investment
representatives by contacting John Hancock Funds. John Hancock Funds will make
these incentive payments out of its own resources. Other than distribution fees,
the Funds do not bear distribution expenses.

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

Purchases of $1 Million or More. On purchases by a single purchaser aggregating
$1 million or more, John Hancock Funds will pay securities dealers an amount on
a cumulative basis equal to 1% of the first $3 million, plus .5 of 1% of the
next $2 million, plus .25 of 1% on amounts over $5 million. With respect to
shares purchased at the $1 million plus breakpoint, a contingent deferred sales
charge ("CDSC") will be imposed on the proceeds of the redemption of certain
shares so purchased if they are redeemed within 12 months of the end of the
calendar month of their purchase, in an amount equal to 1% of the lesser of (a)
the net asset value of the shares at the time of purchase or (b) the net asset
value of the shares at the time of redemption ("CDSC Shares"). The CDSC would be
deducted from the redemption proceeds otherwise payable to the shareholder and
would be retained by John Hancock Funds. In addition, no CDSC will be imposed
when a shareholder redeems (a) CDSC shares acquired through reinvestment of
income dividends or capital gains distributions; and (b) shares acquired by
exchange from any mutual fund sold with an initial sales charge and distributed
by John Hancock Funds. The CDSC does not apply to purchases at net asset value
described under "Waiver of Initial Sales Charge" and will be waived in the case
of redemptions of shares in connection with (i) certain distributions to
participants or beneficiaries of certain qualified retirement plans, and returns
of excess contributions made to these plans, and (ii) involuntary redemption of
shares if the aggregate net asset value of shares held in the account is less
than the required minimum. In determining whether a CDSC is payable on any
redemption, the Fund will first redeem shares not subject to any charge.
Although any CDSC shares being exchanged are not subject to any charge, they
will be subject to the applicable CDSC when the acquired shares are eventually
redeemed. For purposes of calculating the CDSC on these redemptions, the
original purchase date of the initial fund investment will be used in lieu of
the date the redeemed shares were acquired by exchange.

Reduced Initial Sales Charges. If you choose the initial sales charge
alternative, you are entitled to pay reduced sales charges shown in the above
table through several available purchase plans: Concurrent Purchases, Rights of
Accumulation, Statement of Intention and Group Purchases. You and your immediate
family may combine Concurrent Purchases of Class A Shares of the Fund and Class
A Shares (and shares subject to front-end sales charges) of certain other mutual
funds which are managed by the Investment Adviser ("other John Hancock funds" as
defined under "Shareholder Services -- Exchange Privilege"), for purposes of
qualifying for, and determining, a reduced sales charge provided that the
purchases are made through a single dealer and any purchase amounts satisfy the
minimum investment amount of the respective Fund. Further information about
these purchase plans is set forth under "Purchase of Shares" in the Statement of
Additional Information (see also Statement of Intention and Rights of
Accumulation in the Account Application and its Terms and Conditions in the back
of the Prospectus).

Waiver of Initial Sales Charges. Class A Shares of the Fund may be purchased
without paying an initial sales charge by the following:

19
<PAGE> 51

foregoing; a member of the immediate family of any of the foregoing; or any
Fund, pension, profit sharing or other benefit plan for the individuals
described above.

- - A former participant in an employee benefit plan with John Hancock Mutual
Funds, when he/she withdraws from his/her plan distributions directly to the
Funds.

REDEMPTION AND REPURCHASE OF SHARES

Payment proceeds will be mailed within seven (7) days following receipt of all
required documents. However, in the case of redemptions of shares which were
recently purchased by check, the payment of the redemption proceeds may be
delayed for a period of up to 15 days or more only until the check used to
purchase the shares has been cleared for payment by your bank. The Fund will not
forward proceeds by FedWire Redemption (described below), and the redemption
will not be effective, for a period of 15 days after receipt of the purchase
check. This delay in payment of redemption proceeds can be avoided if shares are
purchased by means of a certified check or federal funds wire. Under unusual
circumstances, the Fund may suspend redemptions or postpone payment for up to
seven days or more, as permitted by securities laws.

20
<PAGE> 52

made (or if the shareholder's address or bank account to which proceeds are to
be mailed has changed in the prior 30 days) signatures must be guaranteed
subject to the provisions under Rule 17Ad-15 of the Securities Exchange Act of
1934 ("SEA Rule") without restriction, condition or qualification by an
authorized signatory of a commercial bank, trust company, savings and loan
association, savings bank or a member firm of the National Association of
Securities Dealers or a domestic stock exchange, or any other "eligible
guarantor institution" as defined in the SEA Rule. If shares are held in the
name of a corporation, trust, estate, custodianship, guardianship, partnership
or pension and profit sharing plan, additional documentation may be necessary.

TELEPHONE REDEMPTION. Shares of the Fund for which no share certificates have
been issued may be redeemed in amounts of $50,000 or less by telephone request,
provided that selection has been made in the Account Application or a telephone
authorization form is on file with the Transfer Agent. Proceeds from telephone
redemptions will be mailed to your address of record. The Fund and/or the
Transfer Agent reserve the right to refuse telephone redemption requests at any
time. See "Telephone Privileges" for further information concerning authenticity
of instructions received by telephone. Telephone authorization forms are
available from the Fund upon request. Information concerning redemption can be
obtained by contacting the Fund at 1-800-343-6840.

FEDWIRE REDEMPTION. You may redeem shares for which no certificates have been
issued and have redemption proceeds of at least $50,000 wired by federal funds
transfer. Requests for FedWire Redemption may be made by wire communication,
telephone or letter, provided that you have selected this option in the Account
Application. Proceeds of shares redeemed at the net asset value next determined
after receipt of request are transmitted the following business day by wire to
your bank account designated in the Account Application form (bank must be a
member of the Federal Reserve System). Delivery of the proceeds of a wire
redemption request of $250,000 or more may be delayed by the Fund for up to
seven days if the Investment Adviser deems it appropriate under the then current
market conditions. The Fund cannot be responsible for the efficiency of the
federal wire system or your dealer or bank. Redemption of shares purchased by
check are subject to certain limitations and restrictions described above. The
Fund may modify this Privilege at any time or charge a service fee upon notice
to shareholders; no such fee currently is contemplated.

INVOLUNTARY REDEMPTION. The Fund reserves the right to redeem your account at
any time the total net asset value of the account falls below $500 as a result
of a redemption. You will be notified in writing that the value of your account
is less than $500 ($100 for a tax sheltered retirement plan) as a result of a
redemption and will be allowed 60 days to make additional investments before the
redemption is processed. No contingent deferred sales charge will be imposed on
an involuntary redemption of Class B Shares.

REDEMPTION IN KIND. Although it is the Fund's present policy to make payment of
redemption proceeds in cash, if the Fund's Board of Directors

21
<PAGE> 53

determines that a material adverse effect would otherwise be experienced by
remaining investors, redemption proceeds may be paid in whole or in part by a
distribution in kind of securities from the portfolio of the Fund subject to the
limitation that pursuant to an election under Rule 18f-1 under the Investment
Company Act of 1940, the Fund is obligated to redeem shares solely in cash up to
the lesser of $250,000 or 1% of the net asset value of the Fund during any
90-day period for such one account. In such circumstances, you might be required
to bear transaction costs to dispose of the securities distributed in kind.

REINSTATEMENT PRIVILEGE. If you have redeemed shares of the Fund, or have had
shares repurchased by the Fund, you may, within 60 days after the date shares
were redeemed or repurchased, reinvest (reinstate) all or a portion of the
proceeds of the redemption or repurchase in shares of the Fund or shares of
other John Hancock funds (as defined under "Shareholder Services -- Exchange
Privilege") at the next determined net asset value of the shares so long as the
Transfer Agent is in receipt of a written request for reinstatement and
appropriate payment. Shares being acquired, pursuant to the reinstatement
privilege, must be of the identical class as those which were redeemed within
the prior 60 days. The CDSC will not be applicable to Class B Shares acquired in
a reinstatement, although it will be assessed in connection with the initial
redemption or repurchase. This privilege may be exercised only once as to any
particular shares of the Fund or other John Hancock fund. Exercise of the
Reinstatement Privilege does not alter the federal income tax treatment of any
capital gains realized on the redemption of shares of the Fund. If a loss is
realized on the redemption and reinvestment is made in shares of the Fund within
30 days, it would not be recognized as a loss for income tax purposes. You are
advised to consult your tax adviser as to all possible tax consequences related
to the exercise of the reinstatement privilege. The reinstatement privilege may
be terminated or modified at any time.

22
<PAGE> 54

the month will be aggregated and deemed to have been made on the last day of the
month.

First ............................ 5.0%
Second ........................... 4.0%
Third ............................ 3.0%
Fourth ........................... 3.0%
Fifth ............................ 2.0%
Sixth ............................ 1.0%
Seventh and thereafter .......... None

</TABLE>

The CDSC will be paid to John Hancock Funds or to the Fund. (See "Distribution
Plans.")

Waiver of CDSC. The contingent deferred sales charge will be waived (a) in the
event of the death or total disability (as evidenced by a determination by the
Federal Social Security Administration) of the shareholder (including a
registered joint owner) and (b) for certain distributions of Class B Shares held
in certain deferred compensation retirement plans. No contingent deferred sales
charge will be imposed where shares are redeemed in connection with a merger or
reorganization of the Fund into another investment company which imposes a
contingent deferred sales charge and the investor receives shares of the
investment company in the transaction. In these cases any applicable CDSC will
be imposed when you redeem shares acquired in such a transaction. In addition,
the Fund will waive the CDSC on redemptions made (1) by shareholders (including
retirement plan account holders) having accounts as Systematic Withdrawal Plans
(SWP) with payments of an annual amount less than or equal to 12% of the value
of the account determined at the time of authorization (subject to subsequent
year end adjustments) and available on a monthly, quarterly, semi-annual or
yearly basis; and (2) as distributions from employer sponsored retirement plans
in connection with the participant's separation of service at age 55 or over
from his or her employer. The foregoing waiver of CDSC is subject to change upon
60 days written notice to shareholders. To be eligible for the waiver, the
account holder or the dealer must notify John Hancock Funds of eligibility at
the time of redemption request. (See the Statement of Additional Information,
"Redemption and Repurchase of Shares" for a more complete description of the
Fund's shareholders on whose shares a CDSC will not be imposed.)

SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------

The Fund offers you the following services and privileges: (1) Reinvestment of
Dividends and Distributions at net asset value; (2) Retirement Plans; (3)
Automatic Investment Plan; (4) Systematic Withdrawal Plan; (5) Exchange
Privilege; (6) Class B Shares Automatic Exchange; (7) Payroll Deduction Plans;
(8) Systematic Exchange Program and (9) Cross -Reinvestment Service.

AUTOMATIC INVESTMENT PLAN (AIP) permits you to purchase additional shares on a
monthly basis with funds transferred from your bank account subject to an
initial and subsequent minimum investment of

23
<PAGE> 55

$25. For further information, see the AIP Section in the accompanying Account
Application.

EXCHANGE PRIVILEGE permits you to exchange your Class A or Class B Shares of the
Fund for shares of "other John Hancock funds" (i.e., funds which formerly had
investment advisory contracts with TFMC) on the basis of the relative net asset
value per share subject to the minimum investment requirements of such funds.
Class A Shares may be exchanged for other John Hancock funds' Class A Shares.
These other Class A Shares may also be exchanged for Class A Shares of the Fund,
provided that any sales charge differential (not previously paid) is paid by the
shareholder. Class B Shares may be exchanged without imposition of the Fund's
CDSC for Class B Shares or shares of other Funds that are subject to a CDSC
("CDSC Funds.") Exchanges between CDSC Funds having different CDSC schedules
will retain their respective original CDSC schedules. Any applicable contingent
deferred sales charge payable upon the redemption of Class B Shares exchanged
will be calculated from the date of the initial purchase. Class B Shares may not
be exchanged into money market funds other than John Hancock Money Market Fund
B. See Account Application or the "Exchange Privilege" in the Statement of
Additional Information.

Exchanges may be accomplished by telephone request (see below) or by a written
request from the account owner(s). Forms for both written and telephone
exchanges are available from the Fund upon request. Share certificates, if
issued, must be returned to the Fund prior to any exchange of such shares. There
is currently no exchange fee for an exchange; however, dealers or other firms
may charge for their services in expediting exchange transactions. In addition,
the Fund reserves the right to impose an exchange fee. Exchanges are, in effect,
a redemption and purchase of shares in the respective funds and are treated as
such for tax purposes. As such, the limitations and restrictions applicable
generally to purchases and redemptions apply, and any exchange constitutes a
sale upon which a gain or loss will be realized for federal income tax purposes.

CLASS B AUTOMATIC EXCHANGE is a tax-free exchange of Class B Shares for Class A
Shares of the same fund that occurs at the end of the calendar quarter eight
years after the original purchase date of the Class B Shares, the "Automatic
Exchange Date." At the Automatic Exchange Date the Class B Shares will be
exchanged for an equal dollar value of Class A Shares (which may or may not be
the same number of shares). The Class A Shares have lower expenses than Class B
Shares but are otherwise substantially identical. Class A Shares, therefore,
will have a slightly higher total return than Class B Shares and may have a
slightly higher dividend as a result. If you have made more than one purchase,
you may hold both Class B Shares and Class A Shares at the same time. The Class
B Automatic Exchange is available to all Class B Shareholders and requires no
action whatsoever on your part. If you want to decline taking advantage of this
privilege, however, the Fund must be notified in

24
<PAGE> 56

writing three months prior to the Automatic Exchange Date.

PAYROLL DEDUCTION PLANS are available for employer sponsored plans, where
regular, periodic purchases are made into the employees' accounts through the
submission of the John Hancock Group Investment List. The minimum initial and
subsequent purchase amounts are $250 for the Plan and $25 per fund-account in
the Plan. For further information on how to establish a John Hancock Group
Investment List, call Account Services at 1-800-343-6840.

SYSTEMATIC EXCHANGE PROGRAM allows you to exchange a specified dollar amount
from an existing account in any John Hancock Fund (including the Fund), into any
other John Hancock Fund (including the Fund) subject to the requirements and
limitations of the Exchange Privilege as noted above. At the time this option is
selected, you must have a minimum balance of $5,000 in the account from which
the exchange is to be made and must designate a monthly exchange amount of no
less than $25.00 for a specific Fund. The minimum initial investment amount
(established by the Fund being exchanged into) will be waived for shareholders
utilizing this Program.

Note that automated dollar cost averaging methods do not assure a profit nor
protect against loss in declining markets. You should consult your broker or
financial adviser to determine whether this Program is suitable for your
investment needs. In particular, consideration should be given to the type of
John Hancock Fund from which your exchanges will be made (i.e., its investment
objective, policies and risks, including the potential for fluctuation in its
net asset value). The Fund currently imposes no service fee for participation in
the Program but reserves the right to do so. You may change the exchange amounts
or the selection of Funds or terminate your participation in the Program at any
time by directing the Transfer Agent in writing. For further information
regarding this Program, see the Statement of Additional Information (which may
be obtained by contacting Account Services at 1-800-343-6840).

CROSS-REINVESTMENT SERVICE. Shares of a particular class of the Fund may be
purchased and/or redeemed without imposition of any applicable sales charge
through the automatic reinvestment of dividend and capital gain distributions
from the same class of any other John Hancock fund. These proceeds from other
John Hancock funds will be invested at the next determined net asset value
following receipt of the proceeds (i.e., reinvestment date which is normally the
payable date of such other John Hancock fund) by the Fund's Transfer Agent. In
addition, you may select in the Account Application to have your Fund
distributions automatically invested without imposition of a sales charge in
shares of the same class of another John Hancock fund.

RETIREMENT PLANS. The Fund offers a variety of tax sheltered retirement plans.
Shares of the Fund are available for purchase by qualified plans which have been
approved by the Internal Revenue Service and include Individual Retirement
Accounts (including SEP/IRAs), Profit-Sharing and Money Purchase Plans, 403(b)
Plans and 401(k) Plans. Plan support services are available. For details, please
contact John Hancock Funds Retirement Plans Department by calling
1-800-472-3863.

Further information regarding the above services and privileges is set forth in
the Statement of Additional Information.

TELEPHONE PRIVILEGES
- --------------------------------------------------------------------------------

25
<PAGE> 57

Privileges associated with telephone exchange, telephone redemption, and FedWire
redemption may be selected in the Fund's Account Application. The privileges
associated with FedWire redemption will not be established unless specifically
instructed. The privileges associated with telephone exchange and/or telephone
redemption will automatically be accorded to your account unless you
specifically decline this privilege in the Account Application. If establishing
a new account through a confirmed trade, your securities dealer should provide a
completed new account application or submit specific written instructions
requesting specific account privileges at the time of trade settlement. The Fund
will employ reasonable procedures to confirm that the instructions as to either
exchange, redemption or FedWire redemptions communicated by telephone are
genuine, and that absent such procedures, the Fund or its agents may be liable
for any losses due to unauthorized or fraudulent instructions. These procedures
include:

1. Recording all calls for telephone transactions (each transaction is thereby
indexed by the time of the call placed);

2. Requesting the caller's name and phone number as verification of the origin
of the telephone call;

3. Requesting the name of the Fund and your account number, the name(s) in which
the account is registered and the tax identification number listed on the
account; and

4. Mailing written confirmation (statements) of each transaction on the
following business day to the registration address and the broker/dealer of
record.

DIVIDENDS, DISTRIBUTIONS AND TAX STATUS
- --------------------------------------------------------------------------------

DIVIDENDS AND CAPITAL GAINS. The Fund distributes substantially all of its net
investment income (i.e., non capital gain income from its investment less
expenses), if any, to shareholders in the form of annual dividends. The excess
of net long-term capital gains over net short-term capital losses, including
losses carried forward from prior years, represents net realized capital gains.
The Fund distributes net realized capital gains, if any, to shareholders at
least annually.

When a dividend or capital gains distribution is paid, the net asset value per
share is reduced by the amount of the payment. The per share dividends and
distributions on Class B Share will be lower than the per share dividends and
distributions on Class A Shares as a result of the higher distribution services
and incremental transfer agency fees applicable to the Class B Shares. All
dividends and any capital gains distribution are reinvested automatically in
additional shares on the reinvestment date, unless you indicate in writing to
the Transfer Agent or select in the Account Application to receive proceeds in
cash or have them reinvested in shares of the same class of another John Hancock
fund (without imposition of a sales charge) at the next determined net asset
value following receipt of the proceeds (i.e., the reinvestment date.) See
"Cross-Reinvestment Service."

TAXES. Because the Fund intends to distribute its net investment income and net
realized capital gains shareholders, and to adhere to other applicable
requirements, it is not expected that the Fund will be required to pay any
federal income taxes on amounts it pays as dividends and distributions. However,
you will normally have to pay federal income taxes and any applicable state
income taxes on the dividends and capital gains distributions you receive
(either as cash or reinvested shares) from the Fund (unless you are exempt from
taxation or entitled to tax deferral.) After the end of each calendar year, you
will receive a statement indicating the amount and federal tax status of all
distributions received during such year. This includes information on the
portion taxable as ordinary income and the portion taxable as long-term capital

26
<PAGE> 58

gains. It should be noted that the distributions of any net realized short-term
capital gains are taxable as ordinary income.

The Fund is required to withhold 31% of taxable dividends, distributions and
redemptions paid to you if you have not complied with IRS taxpayer
identification requirements. To avoid this "back-up" withholding requirement,
you may furnish the Transfer Agent with your taxpayer identification number and
required certifications by completing the Account Application or IRS form W-9.
(See "Backup Withholding" in the back of the Prospectus). You should consult
your own tax adviser concerning tax consequences of an investment in the Fund.

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

PERFORMANCE INFORMATION. From time to time the Fund may advertise its total
return which is computed separately for Class A and Class B Shares and in
accordance with applicable regulatory requirements.

The cumulative total return shows the dollar or percentage change in value over
a specified period of time (i.e., 1, 5 or 10 years or since the Fund's
inception), assuming reinvestment of all dividends and distributions on the
reinvestment dates and payment of the maximum sales charges applicable to
purchases and redemptions. Average annual total return shows the Fund's
cumulative return dividend over the number of years included in the given period
("standardized performance"). Total returns may, in conjunction with
standardized performance, be calculated for other specified periods and/or
excluding the effect of sales charges (which if included, would reduce the
performance quoted). Both the yield and total return are based on historical
earnings and are not indicative of future performance. The Fund will include
performance data for both Class A and Class B Shares in any advertisement or
information including performance data of the Fund. The Statement of Additional
Information contains more detailed information about the calculation of
performance. The Fund also may advertise its performance relative to certain
performance rankings, ratings and indexes compiled by independent organizations
(such as Lipper Analytical Services and Value Line). In addition, the Fund may
use comparative performance information from certain industry research materials
or published in various periodicals. The Fund may, from time to time, use
ratings of Morningstar, Inc. in the Fund's advertisements. Past performance
and/or ratings are no guarantee of future results. In addition, investors are
advised to consult their investment representative when considering an
investment in the Fund based upon a given rating. The Statement of Additional
Information sets forth under "Performance Information" a list of periodicals,
indexes, etc. which the Fund may use in its advertisements.

ORGANIZATION. The Fund operates as one series of the Corporation. The
Corporation was organized as a Maryland Corporation on June 22, 1987. In
December, 1994, in connection with the acquisition of the Corporation's previous
investment adviser, Transamerica Fund Management Company, the Corporation's name
was changed from Transamerica Series, Inc. to John Hancock Series Inc. and the
Fund's name was changed from Transamerica Global Resources Fund to John Hancock
Global Resources Fund. All shares of stock of the Corporation, $0.01 par value
per share, have equal voting rights and have no preemptive or conversion rights.
Both Class A and Class B shares represent an interest in the same assets of the
Fund and are identical in all respects except that each class bears different
distribution expenses, exclusive voting rights with respect to its distribution
plan and has different exchange privileges. Shares issued are fully paid,
non-assessable, fully transferable and redeemable at the option of the holder.
The Fund is not required to hold annual shareholder meetings except

27
<PAGE> 59

when required by federal or state law. Under certain circumstances, shareholders
of the Fund have the right, and available procedures, to call a meeting of
shareholders for any purpose. At the written request of the holders of at least
10% of the outstanding shares of the Corporation, the Corporation will call a
meeting for the purpose of voting on the removal of one or more Directors. The
Fund will assist shareholders with any communications including shareholder
proposals.

CUSTODIAN. Investors Bank & Trust Company, 34 Federal Street, Boston,
Massachusetts 02110, is the Custodian for the Fund.

TRANSFER AGENT. Transfer and dividend disbursing agent functions are performed
by The Shareholder Services Group, One American Express Plaza, Providence, Rhode
Island 02903.

INDEPENDENT AUDITORS. Ernst & Young LLP, 200 Clarendon Street, Boston,
Massachusetts 02116, has been selected as the independent auditors of the Fund.

28
<PAGE> 60

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary.................................... 2
Fund Expenses............................ 3
Financial Highlights....................... 4
Investment Objectives and Policies......... 5
Investment Practices, Techniques and
Restrictions............................. 9
The Fund and Its Management................ 13
Information About Shares of the Fund....... 15
Net Asset Value.......................... 15
Purchase of Shares....................... 16
Redemption and Repurchase of Shares...... 20
Shareholder Services....................... 23
Telephone Privileges....................... 26
Dividends, Distributions and Tax Status.... 26
Additional Information................. 27

</TABLE>

INVESTMENT ADVISER
- ----------------------

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

DISTRIBUTOR
- --------------

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

SHAREHOLDER INQUIRY
- -----------------------

1-800-343-6840
P.O. Box 9656
Providence, Rhode Island 02940-9656

No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in
this Prospectus or in official sales literature distributed by the
Fund's Distributor in connection with the offer of the Fund's shares,
and if given or made, such other information or representations must not
be relied upon as having been authorized by the Funds or John Hancock
Funds. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND IN
ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

JOHN HANCOCK GLOBAL RESOURCES
FUND
A Portfolio of John Hancock Series, Inc.

PROSPECTUS
March 1, 1995
<PAGE> 61

JOHN HANCOCK
HIGH YIELD TAX-FREE FUND

A Portfolio of John Hancock Series, Inc.

101 Huntington Avenue Boston, Massachusetts 02199-7603
- --------------------------------------------------------------------------------

John Hancock High Yield Tax-Free Fund (the "Fund"), a portfolio of John Hancock
Series, Inc. (the "Corporation"), seeks to obtain a high level of current income
that is exempt from federal taxes consistent with the preservation of capital
through investing primarily in municipal bonds rated "A" "Baa" or "Ba" by
Moody's Investors Services, Inc. or "A", "BBB" or "BB" by Standard and Poor's
Ratings Group. The Corporation is a registered investment company which is
comprised of multiple separate series (investment portfolios) offering investors
a wide range of mutual fund investment choices. This Prospectus relates only to
shares of the Fund.

THE FUND INVESTS PRIMARILY (AND IS PERMITTED TO INVEST UP TO 100% OF ITS ASSETS)
IN LOWER RATED (I.E., BELOW INVESTMENT GRADE) OR UNRATED (AND DETERMINED TO BE
NON-INVESTMENT GRADE) MUNICIPAL OBLIGATIONS COMMONLY KNOWN AS "JUNK BONDS" WHICH
ENTAIL PRICE VOLATILITY, DEFAULT AND OTHER RISKS GREATER THAN THOSE ASSOCIATED
WITH HIGHER RATED/HIGHER QUALITY SECURITIES. INVESTORS SHOULD CAREFULLY CONSIDER
THESE RISKS BEFORE INVESTING. SEE "INVESTMENT OBJECTIVE AND POLICIES."

This prospectus briefly sets forth the basic information that you should know
before investing. YOU SHOULD RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE. A
Statement of Additional Information dated March 1, 1995, containing further
information about the Fund, has been filed with the Securities and Exchange
Commission and is incorporated into this Prospectus by reference. A copy of the
Statement of Additional Information may be obtained without charge by contacting
John Hancock Funds, Inc. whose address and telephone number are shown on the
back cover of this Prospectus.
- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR FINANCIAL INSTITUTION, NOR ARE SHARES OF THE
FUND FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
---------------------
PROSPECTUS DATED MARCH 1, 1995
<PAGE> 62

SUMMARY
- --------------------------------------------------------------------------------

THE FUND AND THE CORPORATION. John Hancock High Yield Tax-Free Fund (the "Fund")
is a portfolio of John Hancock Series, Inc. (the "Corporation") which is
organized as a Maryland corporation and is an open-end diversified management
investment company that issues its shares in series each of which is designated
as a "fund."

INVESTMENT OBJECTIVES. The Fund seeks to obtain a high level of current income
that is exempt from federal taxes consistent with the preservation of capital
through investing primarily in municipal bonds rated "A," "Baa" or "Ba" by
Moody's Investors Services, Inc. ("Moodys"), or "A," "BBB" or "BB" by Standard &
Poor's Ratings Group ("S&P"). See "Investment Objectives and Policies."

INVESTMENT ADVISER. John Hancock Advisers, Inc. (the "Investment Adviser") is
responsible for the investments and operations of the Fund and receives a
monthly fee from the Fund at varying annual percentage rates of average daily
net assets, depending on the Fund's asset size, ranging from a low of .50% to a
high of .625%. The Investment Adviser presently manages a broad range of mutual
funds and multiple investment portfolios representing total assets of
approximately $13 billion under management. (See "The Fund and Its Management.")

DISTRIBUTION ARRANGEMENTS. The Fund offers two classes of shares, "Class A
Shares" and "Class B Shares", through the Fund's distributor, John Hancock
Funds, Inc. ("John Hancock Funds"). Class A Shares are subject to an initial
sales charge of up to 4.75% at the time of purchase and bear the expense of an
ongoing Rule 12b-1 distribution service fee at an annual rate of up to .25% of
the average daily net assets of the Fund allocable to the Class A Shares. Class
B Shares do not incur a sales charge when they are purchased but (i) are
generally subject to a sales charge if they are redeemed within six years of
purchase (a "contingent deferred sales charge" or "CDSC") and (ii) are subject
to aggregate distribution and service fees of up to 1% of the Fund's average
daily net assets allocable to the Class B Shares annually. The contingent
deferred sales charges for Class B Shares decline from 5% during the first year
of investment to zero after the sixth year (5%, 4%, 3%, 3%, 2%, 1%), (see
"Alternative Purchase Plan" on page 18). Shares of either class may be purchased
through selected financial services firms having dealer agreements with John
Hancock Funds. The minimum initial and subsequent investment amounts for either
class of shares are $1,000 and $50 ($250 and $25 for a tax sheltered retirement
plan), respectively (See "Purchase of Shares.")

SPECIAL RISK CONSIDERATIONS. The Fund may invest significantly in municipal
bonds rated lower than "Baa" by Moody's or "BBB" by S&P, commonly called "junk
bonds", which involve certain risks and are considered to be speculative.
Investors should refer to a further discussion of these risks on page 9. These
investments together with other policies and techniques of the Fund, such as
reverse repurchase agreements and options and futures transactions, involve a
greater degree of risk than is assumed by other investment companies which do
not invest similarly. (See "Investment Objective and Policies -- Risk Factors"
and "Investment Practices, Techniques and Restrictions.") An investment in the
Fund should not constitute a complete investment program.

ADDITIONAL INFORMATION. The above summary is qualified in its entirety by the
detailed information appearing elsewhere in this Prospectus and in the Statement
of Additional Information. In addition, for a comparison of tax-exempt yields to
taxable yields, see "Additional Information -- Performance Information" and
"Appendix A -- Tax Exempt vs. Taxable Yields."

2
<PAGE> 63

<TABLE>
FUND EXPENSES
- --------------------------------------------------------------------------------

<CAPTION>
CLASS A SHARES CLASS B SHARES
(INITIAL SALES (DEFERRED SALES
CHARGE CHARGE
ALTERNATIVE) ALTERNATIVE)
------------- -------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases.................... 4.75% None
Sales Charge Imposed on Reinvested Dividends................. None None
Deferred Sales Charge (as a percentage of original
purchase price)............................................. None 5.00%
Redemption Fee............................................... None None
Exchange Fee................................................. None None
</TABLE>
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES(2) CLASS A CLASS B
------- -------
<S> <C> <C>
(as a percentage of average net assets)
Management Fees.............................................. 0.59% 0.59%
12b-1 Fees(3)................................................ 0.25% 1.00%
Other Expenses............................................... 0.28% 0.28%
----- -----
Total Fund Operating Expenses................................ 1.12% 1.87%
===== =====
</TABLE>
<TABLE>
EXAMPLE A(4): You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return and redemption at the end of each time period:

<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----- ------ ------ -------
<S> <C> <C> <C> <C>
Class A................................................. $ 58 $81 $ 106 $177
Class B................................................. $ 69 $89 $ 121 $199*
</TABLE>
<TABLE>
EXAMPLE B(4): You would pay the following expenses on the same investment in
Example A assuming no redemption:

<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----- ------ ------ -------
<S> <C> <C> <C> <C>
Class A................................................. $ 58 $81 $ 106 $177
Class B................................................. $ 19 $59 $ 101 $199*
- ---------------
<FN>
(1) Class A Shares have reduced initial sales charges for purchases in excess of
$100,000. Purchases of $1 million or more are not subject to a sales charge;
however, a contingent deferred sales charge of 1% will be applied to
redemptions within twelve (12) months of such purchase. The deferred sales
charge on Class B Shares declines from 5% during the first year to 0% after
the sixth year in the following manner: 5%, 4%, 3%, 3%, 2%, 1% and 0%. See
"Information About Shares of the Funds -- Redemption and Repurchase of
Shares".

(2) As to Expenses for Class A Shares, Management Fees and 12b-1 Fees are based
on maximum allowed fees (if collected) and Other Expenses for Class A Shares
are based on estimated expenses to be incurred in the current fiscal year.
(See "The Fund and Its Management.")

(3) 12b-1 fees are based on maximum allowed fees (if collected). Actual fees for
the fiscal year ended October 31, 1994 were 0.21% and 0.98% for the Class A
and Class B Shares, respectively. See "The Fund and Its Management --
Distribution Plans."

(4) Expenses in Examples above have been restated to reflect current fees and
should not be considered a representation of past or future expenses. Actual
expenses may be greater or less than those shown above. Use of assumed (5%)
return is mandated by Securities and Exchange Commission. THE FUND'S PAYMENT
OF A DISTRIBUTION FEE MAY RESULT IN A LONG-TERM SHAREHOLDER PAYING MORE THAN
THE ECONOMIC EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGE PERMITTED
UNDER THE NATIONAL ASSOCIATION OF SECURITIES DEALERS' RULES OF FAIR
PRACTICE.

* Assumes tax-free automatic exchange of Class B Shares for Class A Shares
after the eight year period following the initial purchase of Class B
Shares. If the exchange is declined, such Class B expenses would be $219.
</TABLE>
3
<PAGE> 64

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Financial highlights for John Hancock High Yield Tax-Free Fund (formerly
Transamerica High Yield Tax-Free Fund), in the case of Class B Shares, for each
of the seven years in the period ended October 31, 1994, and the periods May 1,
1987 through October 31, 1987 and August 25, 1986 through April 30, 1987, have
been audited by Ernst & Young LLP, independent auditors, whose unqualified
report thereon as well as other financial statements of the Fund are included in
the Statement of Additional Information. The Fund's annual report contains a
discussion of the Fund's performance and is made available upon request without
charge.

<TABLE>
<CAPTION>
PERIODS ENDED
YEAR ENDED OCTOBER 31, ------------------
-------------------------------------------------------------------- OCTOBER 31, APRIL 30,
1994 1993 1992 1991 1990 1989 1988 1987(1) 1987(2)
------- ------- ------ ------ ------ ------ ------ --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per share income and capital
changes for a Class B Share
outstanding during each period:
Net asset value, beginning of
period........................... $ 9.98 $ 9.39 $ 9.31 $ 9.07 $ 9.29 $ 9.25 $ 8.62 $ 9.49 $ 10.00
INCOME FROM INVESTMENT OPERATIONS
Net investment income............. 0.48 0.53 0.55 0.54 0.55 0.55 0.62 0.37 0.53
Net realized and unrealized gain
(loss) on investments............ (0.90) 0.72 0.17 0.34 (0.14) 0.13 0.70 (0.87) (0.51)
-------- -------- ------- ------- ------- ------- ------- ------- --------
Total from Investment
Operations................... (0.42) 1.25 0.72 0.88 0.41 0.68 1.32 (0.50) 0.02
LESS DISTRIBUTIONS
Dividends from net investment
income........................... (0.48) (0.56) (0.55) (0.54) (0.55) (0.51) (0.66) (0.37) (0.53)
Dividends in excess of net
investment income................ (0.07) -- -- -- -- -- -- -- --
Distributions from realized
gains............................ (0.19) (0.10) (0.09) -- -- -- (0.03) -- --
Returns of capital................ -- -- -- (0.10) (0.08) (0.13) -- -- --
-------- -------- ------- ------- ------- ------- ------- ------- --------
Total Distributions............ (0.74) (0.66) (0.64) (0.64) (0.63) (0.64) (0.69) (0.37) (0.53)
-------- -------- ------- ------- ------- ------- ------- ------- --------
Net asset value, end of period.... $ 8.82 $ 9.98 $ 9.39 $ 9.31 $ 9.07 $ 9.29 $ 9.25 $ 8.62 $ 9.49
======== ======== ======= ======= ======= ======= ======= ======= ========

TOTAL RETURN(3)................... (4.44)% 13.69% 7.89% 10.07% 4.60% 7.54% 15.88% (5.13)% 0.12%
======== ======== ======= ======= ======= ======= ======= ======= ========

RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net
assets........................... 1.85% 2.06% 2.17% 2.36% 2.20% 2.32% 2.05% 0.82% 1.07%
Ratio of expense reimbursement to
average net assets............... -- -- -- -- -- -- -- (0.21)% (0.51)%
-------- -------- ------- ------- ------- ------- ------- ------- --------
Ratio of net expenses to average
net assets....................... 1.85% 2.06% 2.17% 2.36% 2.20% 2.32% 2.05% 0.61% 0.56%
======== ======== ======= ======= ======= ======= ======= ======= ========

Ratio of net investment income to
average net assets............... 5.36% 5.23% 5.78% 5.61% 5.96% 5.79% 6.66% 4.05% 4.96%
Portfolio turnover................ 62 100% 40% 83% 41% 29% 82% 42% 153%
Net Assets, end of period
(in thousands)................... $151,069 $113,442 $65,933 $51,467 $35,820 $29,841 $24,278 $15,026 $ 15,753

- ---------------
<FN>
(1) Financial highlights, including total return, are for the period from May 1, 1987 (date of Fund's initial offering of shares
to the public as a Portfolio of the Corporation) to October 31, 1987 and have not been annualized.

(2) Financial highlights, including total return, are for the period from August 25, 1986 (date of Fund's initial offering of
shares to the public) to April 30, 1987 and have not been annualized.

(3) Total return does not include the effect of the initial sales charge for Class A Shares nor the contingent deferred sales
charge for Class B Shares.

(4) Financial highlights, including total return, have not been annualized. Per share information has been calculated using the
average number of shares outstanding. Portfolio turnover is for the year ended October 31, 1994.

</TABLE>

4
<PAGE> 65

FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------------------

Financial highlights for John Hancock High Yield Tax-Free Fund (formerly
Transamerica High Yield Tax-Free Fund), in the case of Class A Shares, for
October 31, 1993 through October 31, 1994, has been audited by Ernst & Young
LLP, independent auditors, whose unqualified report thereon as well as other
financial statements of the Fund are included in the Statement of Additional
Information.

<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 31, 1993
TO OCT. 31,
1994(4)
------------------
<S> <C>
Per share income and capital
changes for a Class A Share
outstanding during the period:
Net asset value, beginning of
period.......................... $ 9.85
INCOME FROM INVESTMENT OPERATIONS
Net investment income........... 0.48
Net realized and unrealized loss
on investments................ (0.94)
--------
Total from Investment
Operations.............. (0.46)
LESS DISTRIBUTIONS
Dividends from net investment
income........................ (0.48)
Dividends in excess of net
investment income............. (0.09)
--------
Total Distributions....... (0.57)
--------
Net asset value, end of period.... $ 8.82
========

TOTAL RETURN(3)................... (4.82)%
========

RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average
net assets...................... 0.96%
Ratio of net investment income to
average net assets.............. 5.08%
Portfolio turnover................ 62%
Net Assets, end of period (in
thousands)...................... $ 15,401
</TABLE>

See page 4 for footnotes 3 and 4.

INVESTMENT OBJECTIVES
AND POLICIES
- --------------------------------------------------------------------------------

The Fund's primary investment objective is to obtain a high level of current
income that is largely exempt from federal income taxes and is consistent with
the preservation of capital. The Fund pursues this objective by normally
investing substantially all of its assets in medium and lower quality
obligations, including bonds, notes and commercial paper, issued or on behalf of
states, territories and possessions of the United States, The District of
Columbia and their political subdivisions, agencies or instrumentalities, the
interest on which is exempt from federal income tax ("tax-exempt securities").
The Fund seeks as its secondary objective preservation of capital by purchasing
and selling interest rate futures contracts ("financial futures") and tax-exempt
bond index futures contracts ("index futures"), and by purchasing and writing
put and call options on debt securities, financial futures, tax-exempt bond
indices and index futures to hedge against changes in the general level of
interest rates. There is no assurance that the Fund will achieve its investment
objectives.

As a fundamental policy, the Fund invests, in normal circumstances, at least 80%
of its total assets in municipal bonds rated, at the time of purchase, "A,"
"Baa" or "Ba" by Moody's Investor Services ("Moody's"); or "A," "BBB" or "BB" by
Standard and Poor's Ratings Group ("S&P"); or if unrated, that are of comparable
quality as determined by the Investment Adviser ("Municipal Bonds.") Municipal
Bonds rated lower than "Ba" or "BB" may be bought by the Fund. However, the Fund
will limit its investments in such securities to not more than 5% of its total
assets at the time of purchase. The Fund may invest in Municipal Bonds with
ratings as low as "CC" by S&P or "Ca" by Moody's, but will invest in securities
rated lower than "Ba" or "BB" only where, in the opinion of the Investment

5
<PAGE> 66

Adviser, the rating does not accurately reflect the true quality of the credit
of the issuer and the quality of such securities is comparable to that of
securities rated at least "Ba" or "BB". A general description of Moody's and
S&P's ratings is set forth in Appendix B.

Municipal Bonds rated lower than Baa or BBB by Moody's or S&P respectively and
unrated Municipal Bonds of comparable quality (collectively referred to as "high
yield/high risk securities") generally have larger price fluctuations and
involve increased risks to the principal and interest than do higher rated
securities. Many of these securities are considered to be speculative
investments. In general, these risks include: (1) substantial market price
volatility (2) changes in credit status, including weaker overall credit
condition of issuers and risks of default and (3) industry, market and economic
risks, including limited liquidity and secondary market support. The risks of
high yield securities, as discussed in greater detail below (see "Risk
Factors"), should be carefully considered by investors.

During the fiscal year ended October 31, 1994, the percentages of the Fund's
assets invested in securities rated in particular rating categories by Moody's
(or, if not rated by Moody's, by S&P) were, on a weighted average basis, as
follows*:

<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL
MOODY'S (OR S&P) RATINGS INVESTMENTS
------------------------ ----------
<S> <C>
Aaa................................. 9.28%
Aa.................................. 1.69%
A................................... 2.94%
Baa................................. 9.92%
(BBB+, BBB, BBB-)................. 2.40%
Ba.................................. 11.09%
(BB+, BB, BB-).................... 1.63%
Below Ba............................ 1.60%
Not Rated**......................... 59.45%
---------
Total............................... 100.00%

- ---------------
<FN>
* Based on average of month end portfolio holdings during fiscal year. Asset
composition does not represent actual holdings on 10/31/94 nor does it imply
that the overall quality of portfolio holdings is fixed (see discussion on
ratings).

** Of the amount not rated by either Moody's or S&P, the following percentages
of the Fund's assets represent quality standards attributed by the Investment
Adviser to such non-rated securities at the time of purchase: 1.04%, AAA;
1.82%, A; 21.50%, Baa; 34.03%, Ba; and 1.06%, below Ba.
</TABLE>
In addition to the hedging strategies employed by the Fund in pursuit of its
secondary objective of preservation of capital, the Investment Adviser can
purchase bonds rated BBB and BB or Baa and Ba, where based upon price, yield and
its assessment of quality, investment in such bonds is determined to be
consistent with the Fund's secondary objective of preservation of capital. To
the extent that the Fund purchases, retains or disposes of such bonds for this
purpose, the Fund may not earn as high a yield as might otherwise be obtainable
from lower quality securities. The Fund will not invest more than 10% of its
total assets (computed at current value) in Municipal Bonds or other tax-exempt
securities that are not considered readily marketable.

OTHER INVESTMENTS. While the Fund normally will invest primarily in medium and
lower quality Municipal Bonds as indicated above, it may invest in a higher
quality tax exempt securities particularly, when the difference in returns
between rating classifications is very narrow.

To the extent that the Fund does not invest in the obligations described above,
it will attempt to invest its assets in tax-exempt securities that are rated at
least as high as follows:

(1) Municipal Commercial Paper rated "MIG-3" by Moody's, or "A-3" by S&P;

(2) Municipal Notes rated "MIG-3" by Moody's, or "SP-2" by S&P; and

6
<PAGE> 67

(3) Municipal Variable Rate Demand Obligations rated "VMIG-3" by Moody's, or
"SP2/A-3" and "A/A-3" by S&P.

For temporary purposes (such as pending new investments) or liquidity purposes
(such as to meet redemption obligations), the Fund may invest up to 20% of its
total assets in taxable short-term debt securities with remaining maturities of
one year or less ("money market instruments"), including obligations guaranteed
or issued by the U.S. government, its agencies or instrumentalities ("U.S.
government securities"), high quality corporate debt securities, high quality
commercial paper, certificates of deposit, bankers acceptances and related
repurchase agreements.

In addition, the Fund may:

(1) enter in repurchase agreements and reverse repurchase agreements;

(2) invest in restricted securities;

(3) lend its portfolio securities; and

(4) purchase securities on a "when issued" or on a "forward delivery" basis.

These investments and practices, as well as the Fund's options strategies and
hedging techniques, are subject to certain limitations and risks which are
further described under "Investment Practices, Techniques and Restrictions."

For defensive purposes the Fund may temporarily invest more than 20% of the
value of its total assets in taxable money market instruments described above to
enhance liquidity or preserve capital when, in the Adviser's opinion, it is
advisable to do so because of prevailing market conditions so long as at the end
of any fiscal quarter, such investments do not exceed 50% of the Fund's total
assets. The Fund will not be pursuing its objective of tax exempt income to the
extent it invests in taxable securities.

The Fund may dispose of investments regardless of the holding period if an
issuer's revised credit rating or perceived changes in an issuer's financial
prospects or asset value make selling them advisable. Such an investment
decision could result in a high portfolio turnover rate during a given period.
Disposing of debt securities in these circumstances should not increase direct
transaction costs since debt securities are normally traded on a principal basis
without brokerage commissions. However, such a transaction involves a mark-up or
markdown of the price. Portfolio turnover rates of the Fund are shown in the
section "Financial Highlights." The Fund will engage in portfolio trading if it
believes a transaction, net of costs (including custodian charges) will help in
attaining its investment objective.

The Statement of Additional Information also contains the following information:

(1) Appendix AA explains short-term obligations and government securities.

(2) Appendix BB explains municipal securities.

(3) Appendix CC explains various options, futures and forward contracts.

(4) Appendix DD explains ratings of various fixed income securities by Moody's
and S&P, including short term investments.

DESCRIPTION OF TAX EXEMPT SECURITIES. "Tax exempt securities" are debt
obligations generally issued by or on behalf of states, territories and
possessions of the United States, the District of Columbia and their political
subdivisions, agencies or instrumentalities the interest on which, in the
opinion of the bond issuer's counsel (not the Fund's counsel), is exempt from
federal income tax. These securities consist of municipal bonds, municipal

7
<PAGE> 68

notes and municipal commercial paper (see "Appendix BB" in the Statement of
Additional Information) as well as variable or floating rate obligations and
participation interests.

Variable Or Floating Rate Obligations. Certain of the obligations in which the
Fund may invest may be variable or floating rate obligations on which the
interest rate is adjusted at predesignated periodic intervals (variable rate) or
when there is a change in the market rate of interest on which the interest rate
payable on the obligation is based (floating rate). Variable or floating rate
obligations may include a demand feature which entitles the purchaser to demand
prepayment of the principal amount prior to stated maturity. Also, the issuer
may have a corresponding right to prepay the principal amount prior to maturity.
The Fund may also invest in more recently developed floating rate instruments
which are created by dividing a municipal security's interest rate into two or
more different components. Typically, one component, ("floating rate component"
or "FRC"), pays an interest rate that is reset periodically through an auction
process or by reference to an interest rate index. A second component ("inverse
floating rate component" or "IFRC"), pays an interest rate that varies inversely
with changes to market rates of interest, in that the interest paid to the IFRC
holders is generally determined by subtracting a variable or floating rate from
a predetermined amount (i.e., the difference between the total interest paid by
the municipal security and that paid by the FRC). The Fund may purchase FRC's
without limitation. IFRC's may be purchased (up to 10% of the Fund's total
assets) in an attempt to protect against a reduction in the income earned on the
Fund's other investments due to a decline in interest rates. The extent of
increases and decreases in the value of an IFRC generally will be greater than
comparable changes in the value of an equal principal amount of a fixed-rate
municipal security having similar credit quality, redemption provisions and
maturity. To the extent that such instruments are not, in view of the Investment
Adviser and subject to guidelines adopted by the Board of Directors, readily
marketable, they will be considered as such for purposes of the Fund's 10%
investment restriction on investments in non-readily marketable securities.

Participation Interests. The Fund may purchase from financial institutions tax
exempt participation interests in tax exempt securities. A participation
interest gives the Fund an undivided interest in the tax exempt security in the
proportion that the Fund's participation interest bears to the total amount of
the tax exempt security. For certain participation interests, the Fund will have
the right to demand payment, on a specified number of days' notice, for all or
any part of the Fund's participation interest in the tax exempt security, plus
accrued interest. The Fund may also invest in Certificates of Participation
(COPs) which provide participation interests in lease revenues. Each Certificate
represents a proportionate interest in or right to the lease-purchase payment
made under municipal lease obligations or installment sales contracts.
Typically, municipal lease obligations are issued by a state or municipal
financing authority to provide funds for the construction of facilities (e.g.,
schools, dormitories, office building or prisons) or the acquisition of
equipment. The facilities are typically used by the state or municipality
pursuant to a lease with a financing authority. Certain municipal lease
obligations may trade infrequently. Accordingly, COPs, both rated and unrated,
will be purchased and monitored pursuant to analysis by the Adviser and review
procedures by the Board which consider various factors in determining the
liquidity risk, including: frequency of trading; availability of quotations; the
numbers of dealers and their willingness to make markets; the nature of trading
activity; the assurance that liquidity will be maintained. In addition, unrated
COPs may be considered illiquid unless further determined under the Board's
guidelines to be comparable to the Fund's credit quality standards as to:
whether the lease can be cancelled; what assurance lease assets can be sold; the

8
<PAGE> 69

creditworthiness of the issuing municipality; the likelihood that the
municipality will discontinue appropriating funding for the leased property
because the property is no longer deemed essential to the operations of the
municipality; and the legal recourse in the event of non-appropriation.
Participation interests and COPs considered illiquid will be subject to the
Funds' 10% limitation on illiquid securities. See "Appendix BB" in the Statement
of Additional Information.

Callable Bonds. The Fund may purchase and hold callable municipal bonds which
contain a provision in the indenture permitting the issuer to redeem the bonds
prior to their maturity dates at a specified price which typically reflects a
premium over the bonds' original issue price. These bonds generally have
call-protection (a period of time during which the bonds may not be called)
which usually lasts for 7 to 10 years, after which time such bonds may be called
away. An issuer may generally be expected to call its bonds, or a portion of
them during periods of relatively declining interest rates, when borrowings may
be replaced at lower rates than those obtained in prior years. If the proceeds
of a bond called under such circumstances are reinvested, the result may be a
lower overall yield due to lower current interest rates. If the purchase price
of such bonds included a premium related to the appreciated value of the bonds,
some or all of that premium may not be recovered by bondholders, such as the
Fund, depending on the price at which such bonds were redeemed.

RISK FACTORS

GENERAL. The value of the securities held by the Fund, and therefore the Fund's
net asset value per share, will fluctuate due to various factors, principally
interest rate changes and the ability of the issuers to pay interest and
principal on those obligations. Generally a rise in interest rates will result
in a decrease in the Fund's net asset value, while a decline in interest rates
will result in an increase in the Fund's net asset value. Therefore, at the time
of redemption, your shares may be worth more or less than the value at the time
of purchase. Because the investment policies and nature of the investments of
the Fund involve securities whose values tend to fluctuate more widely than
other types of investments, the value of the Fund's shares may be subject to
greater fluctuation than other investment companies.

HIGH YIELD/HIGH RISK SECURITIES. You should carefully consider your ability to
assume the risks of owning shares of a mutual fund which can invest in
securities in certain of the lower rating categories. Lower quality ("high
yield/high risk") securities, whether rated or unrated, can be subject to
greater market fluctuations and risks of loss of income and principal than lower
yielding, higher quality fixed income securities.

Securities rated BBB by S&P or Baa by Moody's, although considered to be of
investment grade quality, have speculative characteristics greater than those of
higher quality rated securities, while securities rated lower than BBB or Baa
(commonly called "junk bonds") are, to varying degrees, considered predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal. This capacity may decline during sustained periods of deteriorating
economic conditions or rising interest rates. Ratings given to a security are an
assessment of the ability of an issuer to repay interest and principal when due
and do not reflect other risks which may affect the security (see "Special
Considerations" below). For example, lower quality securities are generally
considered to be subject to greater market risk than higher quality securities
in times of deteriorating economic conditions and may be less likely to
appreciate in value during periods of declining interest rates. In addition,
lower quality securities may be more susceptible to real or perceived adverse
economic and competitive industry conditions than is the case for higher quality
securities. Because of the limitations inherent in the ratings given to
securities and that the creditworthiness of issuers of lower rated securities is
more problematical than that of issuers

9
<PAGE> 70

of higher rated securities, the Fund's investment performance will be dependent
primarily on the ability of the Investment Adviser to perform its own evaluation
of credit risks.

As a result of the possible limited liquidity of high yield/high risk
securities, their prices may decline rapidly in the event a significant number
of holders of such securities decide to sell. The high yield/high risk
securities market has grown primarily during a period of long economic expansion
and it is uncertain how it would perform during an economic downturn or
sustained period of rising interest rates. In addition, adverse publicity and
investor perceptions about lower quality securities, whether or not based on
fundamental analysis, may tend to decrease the market value and liquidity of
such lower quality securities. If the issuer of a security owned by the Fund
defaults, the Fund may incur additional expenses to seek recovery. To the extent
there is no established secondary market, there can be thin trading of high
yield/high risk securities which would adversely affect the prices of such
securities and may present difficulty in the Fund's ability to accurately value
its portfolio holdings of high yield/high risk securities at certain times or to
dispose of such holdings. There is also the risk that legislation may be enacted
limiting the use, or tax and other advantages, of high yield/high risk
securities which could have an adverse impact on the high yield/high risk
securities market and prices for such securities. For example, past legislation
required federally insured savings and loans associations to divest their
holdings of high yield/high risk securities. Further information about credit
and interest rate risks is described in the Statement of Additional Information.

SPECIAL CONSIDERATIONS. The rating limitations applicable to the Fund's fixed
income investments apply at the time of acquisition of a security; any
subsequent change in the rating or quality of a security will not require the
Fund to sell the security. The ratings given to securities by rating agencies
represent their respective opinions of the qualities of the securities they
undertake to rate and are a generally accepted barometer of risk. Nonetheless,
such ratings are general and not absolute standards of quality; their
limitations include: (1) ratings are based largely on historical financial data
and may not accurately reflect the current financial outlook of the issuer; (2)
frequent occurrence of a lag between the time a rating is assigned and the time
publication of it is updated; and (3) large differences may be present among the
current financial conditions of issuers within each rating category. For these
reasons, the Investment Adviser does not rely solely on the ratings assigned by
recognized rating agencies in its evaluation and monitoring of the Fund's
investments to assure that such Fund's overall portfolio is constituted in a
manner consistent with the Fund's investment objectives and policies.
Additionally, credit quality limitations applicable to securities do not apply
to deposits at the bank or banks in which cash is maintained by the Fund (see
"Custodian"). Many issuers of fixed income securities choose not to have their
obligations rated. Although unrated securities eligible for purchase by the Fund
must be determined to be comparable in quality to securities having specified
ratings, the market for unrated securities may not be as broad as for rated
securities since many investors rely on rating agencies for credit appraisal.

In evaluating the creditworthiness of an issue, whether rated or unrated, the
Investment Adviser or Sub-Adviser will take various factors into consideration,
which may include, as applicable, the issuer's financial resources, its
sensitivity to economic conditions and trends, the operating history of and the
community support for the facility financed by the issue, the ability of the
issuer's management and regulatory matters.

The use of options contracts in an effort to enhance current yield (see
"Investment Techniques and Restrictions-Transactions in Options, Futures and
Forward Contracts" below) may result in the loss of principal under certain
market conditions. The Fund will seek to reduce risks associated with changes in

10
<PAGE> 71

interest rates. However these hedging techniques will result in transaction
costs and there can be no assurance the interest rate risk will be eliminated.

INVESTMENT PRACTICES, TECHNIQUES AND RESTRICTIONS
- --------------------------------------------------------------------------------

REPURCHASE AGREEMENTS AND RESTRICTED SECURITIES. When participating in
repurchase agreements, the Fund buys securities from a seller (usually a bank or
brokerage firm) with the agreement that the seller will repurchase the
securities at a predetermined price or yield at a later date. Transactions
involving repurchase agreements must be fully collateralized at all times,
however the Fund may be subject to various delays and risks of loss if the
seller is unable to meet its obligation to repurchase. The Fund may also invest
in securities which are restricted as to resale. The registration of such
"restricted securities" under the Securities Act of 1933 (the "Securities Act")
may be required prior to sale with attendant time delays, and the Fund may have
to bear all or a part of the expense of such registration. No more than 10% of
the Fund's total net assets may be invested in restricted securities (including
other securities not readily marketable) and in repurchase agreements that
mature in more than seven days (collectively, "illiquid securities.") Although
the Fund may purchase restricted securities which can be offered and sold to
"qualified institutional buyers" under Rule 144A of the Securities Act, its
present investment restriction limits such investment to the foregoing 10%
limitation.

LENDING OF PORTFOLIO SECURITIES. The Fund may lend its portfolio securities
amounting to not more than 33% of the value of its portfolio securities to
approved borrowers (principally broker/dealers) provided these loans are
callable at any time and are continuously secured by collateral (cash or
government securities) equal to no less than the market value, determined daily,
on the securities loaned. The Fund may reinvest any cash collateral in short
term highly liquid debt securities. During the period of the loan, the Fund
earns income on both the loaned securities and the collateral. Additional income
earned by portfolio lending is not tax exempt. Although these transactions must
be fully collateralized at all times, they involve some credit risk to the Fund
if the borrower should default on its obligation and the Fund is delayed or
prevented from recovering the collateral.

REVERSE REPURCHASE AGREEMENTS. A reverse repurchase agreement involves the sale
of a security by the Fund and its agreement to repurchase the instrument at a
specified time and price. The Fund will maintain a segregated account consisting
of highly liquid, marketable debt securities to cover its obligations under
reverse repurchase agreements with selected firms approved in advance by the
Board of Directors. The Fund will use the proceeds to purchase other
investments. Reverse repurchase agreements are considered to be borrowings by
the Fund and as an investment practice may be considered speculative. The Fund
may borrow money for temporary administrative or emergency purposes. To avoid
the potential leveraging effects of the Fund's borrowings, additional
investments will not be made while borrowings are in excess of 5% of the Fund's
total assets. The Fund will limit its investments in reverse repurchase
agreements (including any borrowings) to no more than 33 1/3% of its total
assets.

11
<PAGE> 72

or sell securities on a forward commitment basis with delivery and payment
("settlement") for the securities taking place in the futures. The Fund does not
pay for the securities or start earning interest on them until settlement. Prior
to the settlement date, the value of the securities will fluctuate and assets
consisting of cash and/or liquid, high grade debt securities will be maintained
in a segregated account in an amount sufficient to meet the purchase.

TRANSACTIONS IN OPTIONS AND FUTURES

OPTIONS ON SECURITIES. The Fund may write (sell) covered call and cash secured
put options and purchase call and put options on debt securities. The Fund will
write options on its portfolio securities for the purpose of protecting the
value of its portfolio. If the price of the underlying security moves adversely
to the Fund's position, the option may be exercised and the Fund will be
required to purchase or sell the underlying security at a disadvantageous price,
which may only be partially offset by the amount of the premium if at all. The
Fund may also write straddles, which are combinations of put and call options on
the same security. These transactions can generate additional premium income but
also present an increased risk. The Fund may also purchase put or call options
in anticipation of changes in interest rates, which may adversely affect the
value of its portfolio securities or the prices of securities the Fund wants to
purchase at a later date. The premium paid for a put or call option plus any
transaction costs will reduce the benefit, if any, realized by the Fund upon
exercise or liquidation of the option. Unless the price of the underlying
security changes sufficiently, the option may expire without value to the Fund.

OPTIONS ON MUNICIPAL BOND INDEXES. The Fund may write (sell) covered call and
put options and purchase call and put options on municipal bond indexes
(securities index). The Fund may write options on securities indexes in an
attempt to protect its portfolio against declines in the value of securities it
owns, or increases in the value of securities to be acquired.

FUTURES CONTRACTS. The Fund may enter into interest rate futures contracts and
municipal bond index futures contracts for hedging purposes ("Futures
Contracts"). Purchases or sales of municipal bond index futures contract are
used to attempt to protect the Fund's current or intended municipal bond index
investments from broad fluctuations in securities prices. Interest rate futures
contracts are purchased or sold to attempt to hedge against the effects of
interest or exchange rate changes on the Fund's current or intended investments
in fixed income securities. The adverse effects of an anticipated decrease in
the value of portfolio securities may be offset, in whole or in part, by gains
on the

12
<PAGE> 73

sale of Futures Contracts. This applies when the decrease occurs as a result of
a general municipal bond market decline or a general increase in interest rates.
Conversely, the increased cost of portfolio securities to be acquired may be
offset, in whole or in part, by gains on Futures Contracts purchased by the
Fund. This applies when the increase is caused by a general rise in the
municipal bond market or a general decline in interest rates. The Fund will
incur transaction costs when it purchases and sells Futures Contracts. It will
also be required to maintain margin deposits (see "Risks of Transactions in
Options and Futures").

OPTIONS ON FUTURES CONTRACTS. The Fund may purchase and write options on
interest rate futures contracts and municipal bond index futures contracts
("Options on Futures Contracts.") Such investment strategies will be used as a
hedge and not for speculation. Put and call options on Futures Contracts may be
traded by the Fund in order to protect against declines in the values of
portfolio securities or against increases in the cost of securities to be
acquired. Purchases of options on Futures Contracts may present less risk in
hedging the Fund's portfolio than the purchase and sale of the underlying
Futures Contracts since the potential loss is limited to the amount of the
premium plus related transaction costs. The writing of these options, however,
does not present less risk than the trading of Futures Contracts. It will
constitute only a partial hedge, up to the amount of the premium received and if
an option is exercised, the Fund may suffer a loss on the transaction.

The Fund also may enter into transactions in options on debt securities for
other than hedging purposes. This involves greater risk. In addition, there can
be no assurance that a liquid secondary market will exist for a contract
purchased or sold. Therefore, the Fund may be required to maintain a position
until exercise or expiration, which could result in losses. Transactions in
Futures Contracts, Options on Futures Contracts and options are subject to other
risks as well.

The Fund will not engage in transactions in futures contracts and options on
futures for speculation, but only for hedging or other permissible risk
management purposes. All of the Fund's futures contracts and options thereon
will be traded on a U.S. commodity exchange or board of trade. The Fund will not
engage in a futures or option transaction if, immediately thereafter, the sum of
initial margin deposits on existing positions and premiums paid for options on
futures would exceed 5% of the Fund's total assets. The potential loss from
writing options on futures transactions is potentially unlimited and may exceed
the amount of the premium received.

The Fund will not purchase a call or put option if as a result the premium paid
for the option together with premiums paid for all other options, options on
municipal indexes, interest rate futures, municipal bond index futures and
options thereon then held by the Fund, exceed 10% of the Fund's total net
assets.

The Fund's risks in entering into transactions in options and futures contracts
are set forth in greater detail in the Statement of Additional Information.

13
<PAGE> 74

(1) borrow money in an amount in excess of 15% of its total assets; and

(2) invest more than 25% of its total assets in any one industry.

If a percentage restriction, except a restriction regarding borrowing, on
investments or utilization of assets is followed at the time an investment is
made or assets are utilized, a later change in percentage resulting from changes
in the value of the Fund's portfolio securities will not be considered a
violation of policy.

THE FUND AND ITS MANAGEMENT
- -------------------------------------------------------------------------------

GENERAL. The Fund is a series of John Hancock Series, Inc., (the "Corporation"),
an open-end diversified management investment company organized as a Maryland
corporation (see "Additional Information-Organization"). The Corporation's Board
of Directors supervises the management and affairs of the Fund. The officers of
the Corporation are responsible for the Fund's daily business operations under
the overall direction of the Directors. Information about each of the Directors
and officers is set forth in the Statement of Additional Information.

INVESTMENT ADVISER. John Hancock Advisers, Inc. is the Investment Adviser of the
Fund and is compensated for its advisory services at varying annual rates of the
Fund's average daily net assets: .625% on assets up to $75 million, .5625% on
assets of $75 million up to $150 million and .50% on assets of $150 million and
over. The Investment Adviser manages the Fund's assets, provides administrative
services and supervises the Fund's daily business affairs. Investment decisions
are made by a committee with no one person being solely responsible for making
recommendations to the committee. The Investment Adviser was organized in 1968
and is an indirect wholly owned subsidiary of John Hancock Mutual Life Insurance
Company, a financial services company. The Investment Adviser provides the Fund
and other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. John Hancock Funds, Inc.
("John Hancock Funds") distributes shares for all of the John Hancock mutual
funds through selected broker/dealers ("Selling Brokers"). Certain Fund officers
are also officers of the Investment Adviser and John Hancock Funds.

For the fiscal year ended October 31, 1994, the Fund paid an advisory fee of
.59% of the Fund's average net assets to the Fund's former investment adviser.

In addition, during the fiscal year ended October 31, 1994, the Fund reimbursed
Transamerica Fund Management Company (the Fund's investment adviser until
December 1994) ("TFMC"), pursuant to a separate Administrative Services
Agreement, for actual expenses incurred in providing certain administrative
services such as accounting and bookkeeping services, communications in response
to shareholders inquiries and certain printing services for reports of the Fund.
For the fiscal year ended October 31, 1994, administrative services fees paid by
the Fund to TFMC amounted to 0.06% of its average daily net assets. The
Administrative Services Agreement was terminated effective January 16, 1995.

SUB-ADVISER. On October 18, 1994, the Board of Directors of the Corporation
approved, on behalf of the Fund, a new sub-advisory agreement (the "Sub-Advisory
Agreement") between the Fund's Investment Adviser and Transamerica Investment
Services, Inc. ("TIS"), the Los Angeles-based

14
<PAGE> 75

investment management subsidiary of Transamerica Corporation ("Transamerica").
The Sub-Advisory Agreement was approved by a majority of the Fund's shareholders
at a meeting held on December 16, 1994. The Sub-Advisory Agreement will be
terminated on or about April 17, 1995.

Pursuant to the Sub-Advisory Agreement between TIS and the Investment Adviser,
TIS is responsible for providing investment advice with respect to the assets of
the Fund and managing the investment operations of the Fund. Investment
decisions are made by a committee with no one person being solely responsible
for making recommendations to the committee. The Sub-Advisory Agreement provides
for reimbursement to TIS by the Investment Adviser of any costs and expenses
incurred in the performance of its duties as described in, and subject to the
terms of, the Sub-Advisory Agreement. No portion of the amount paid to TIS is
borne by the Fund. TIS is responsible for managing over $25 billion in assets
for Transamerica's insurance companies and included among such assets as well as
those managed on behalf of registered investment companies, over $1 billion
represents municipal securities. TIS has more than 20 years of municipal bond
credit analysis and management experience.

DISTRIBUTION PLANS. The Class A and Class B shareholders have adopted
distribution plans (the "Plans") pursuant to Rule 12b-1 under the Investment
Company Act of 1940. Under these Plans, the Fund will pay distribution and
service fees at an aggregate annual rate of 0.25% of the Class A Share's average
daily net assets and an aggregate annual rate of 1.00% of the Class B Shares
average daily net assets. In each case, up to 0.25% is for service expenses and
the remaining amount is for distribution expenses. The distribution fees will be
used to reimburse John Hancock Funds for its distribution expenses including but
not limited to: (i) initial and ongoing sales compensation to Selling Brokers
and others (including affiliates of John Hancock Funds) engaged in the sale of
Fund shares, (ii) marketing, promotional and overhead expenses incurred in
connection with the distribution of shares of the Fund, (iii) unreimbursed
distribution expenses under the Fund's prior distribution plans, (iv)
distribution expenses incurred by other investment companies which sell all or
substantially all of its assets to merge or otherwise engage in a reorganization
transaction with the Fund and (v) with respect to Class B Shares only, interest
expenses on unreimbursed distribution expenses. The service fees will be used to
compensate Selling Brokers for providing personal and account maintenance
services to shareholders. In the event John Hancock Funds is not fully
reimbursed for payments made or expenses it incurs under the Class A Plan, these
expenses will not be carried beyond twelve months from the date they were
incurred. These unreimbursed expenses under the Class B Plan will be carried
forward together with interest on the balance of these unreimbursed expenses.
Applicable distribution fees, in an amount not exceeding the annual limitation,
are accrued each day as an expense of the Class B Shares and reduce the net
assets of the fund attributable to the Class B Shares. However, in accordance
with generally accepted accounting principles, the Fund does not treat the
amount of Distribution Fees exceeding the annual limitation as a liability of
the Fund and does not reduce the current net assets of the Fund attributable to
the Class B Shares by such amount, although it may become payable in the future,
because the standards for accrual of a liability under these accounting
principles have not been satisfied due to contingencies as to payment of such
amount. Under the Class B Plan, unreimbursed distribution expenses as of October
31, 1994 amounted to $6,227,263 (4.12% of the Fund's Class B net assets at that
date).

In order to limit the higher ongoing costs associated with an investment in
Class B Shares, the Fund implements arrangements under which Class B Shares are
automatically exchanged, on a tax-free basis, for Class A Shares at the end of
the eight year period following the initial purchase of Class B

15
<PAGE> 76

Shares. (See "Shareholder Services -- Class B Shares Automatic Exchange".)

For the fiscal year ended October 31, 1994, payments made by the Fund under the
former Class A Plan amounted to 0.21% of the average daily net assets
attributable to Class A Shares. For the fiscal year ended October 31, 1994,
total payments made by the Fund under the former Class B Plan amounted to 0.98%
of its Class B average daily net assets. In addition, for the fiscal year ended
October 31, 1994, the former Distributor received contingent deferred sales
charges from redemptions of shares of the Fund in an amount equal (on an annual
basis) to 0.18% of the Fund's Class B average daily net assets.

EXPENSES OF THE FUND. The Fund's expenses, which are accrued daily, are deducted
from total income before dividends are paid. These expenses, include, but are
not limited to: fees paid to the Investment Adviser; directors' fees; taxes;
distribution, brokerage and legal fees; custodian and auditing fees;
administrative services fees; transfer agency fees and other expenses. For the
ten-month period ended October 31, 1994 in the case of Class A Shares and the
fiscal year ended October 31, 1994 in the case of Class B Shares, total expenses
of the Fund amounted, respectively, to 0.96% of Class A Shares and 1.85% of
Class B Shares average daily net assets.

INFORMATION ABOUT
SHARES OF THE FUND
- -------------------------------------------------------------------------------

NET ASSET VALUE

16
<PAGE> 77

distribution expense accrual differential between the classes.

PURCHASE OF SHARES

GENERAL. Shares of the Fund will be offered at a price equal to their net asset
value (next determined following receipt of an order by The Shareholder Services
Group (the "Transfer Agent") or the investor's dealer) plus a sales charge
which, at the option of the purchaser, may be imposed either at the time of
purchase (the "initial sales charge alternative") as described below or on a
contingent deferred basis (the "deferred sales charge alternative"), as
described under "Redemption and Repurchase of Shares". Shares of the Fund are
offered continuously for sale by John Hancock Funds and are available for
purchase through eligible financial service firms such as securities
broker/dealer firms and banks which have entered into sales agreements with John
Hancock Funds.

Dealers are responsible for transmitting orders promptly (orders transmitted to
and received by the Transfer Agent prior to 4:00 p.m. New York time will receive
that day's purchase price.)

You may purchase shares by mailing a check, made payable to the Fund (noting the
existing account number), and if opening a new account a completed application
form, to the Transfer Agent either at the post office address shown on the back
page of this Prospectus; or if delivered by express mail, the street address:
One American Express Plaza, Providence, Rhode Island 02903.

The initial purchase must be at least $1,000 with subsequent investments of no
less than $50. These minimum amounts are reduced for accounts of participants in
certain labor unions and other membership organizations to $250, initial and
$25, subsequent. Programs providing regular periodic investments, including a
payroll deduction plan, systematic exchanges or investment by bank draft, have
reduced investment minimums. (See "Shareholder Services -- Automatic Investment
Plan, Systematic Exchange Program and Payroll Deduction Plans".) Certificates
for shares will not be issued unless you so request in writing.

The Fund's Board of Directors reserves the right to change or waive the minimum
investment requirements and to reject any order for purchase of shares
(including wire purchases) when in its judgement such rejection is in the Fund's
best interest.

(1) name of the Fund,

(3) shareholder account number.

Federal funds may be wired to:*

Boston Safe Deposit and Trust Company ("BSDT")
ABA Routing Number: 011001234
Account Number: 159565

* Except during such times or holidays when BSDT is not open for business.

17
<PAGE> 78

ALTERNATIVE PURCHASE PLAN

In the case of Class A Shares, distribution expenses that John Hancock Funds
incurs in connection with the slae of the shares will be paid from the proceeds
of the initial sales charge and the ongoing distribution and service fees. In
the case of Class B Shares expenses will be paid from the proceeds of the

18
<PAGE> 79

ongoing distribution and service fees, as well as the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
Shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A Shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.

INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES. The offering price you pay
for Class A Shares of the Fund equals the NAV plus a sales charge as follows:

<TABLE>
<CAPTION>
COMBINED
REALLOWANCE REALLOWANCE
SALES SALES AND SERVICE TO SELLING
CHARGE AS A CHARGE AS A FEE AS A BROKER AS
AMOUNT INVESTED PERCENTAGE PERCENTAGE OF PERCENTAGE A PERCENTAGE
(INCLUDING AT OFFERING THE AMOUNT OF OFFERING OF OFFERING
SALES CHARGE) PRICE INVESTED PRICE(+) PRICE(*)
-------------- ---------- ----------- ------------- ----------
<S> <C> <C> <C> <C>
Less than $100,000........... 4.75% 4.99% 4.25% 4.01%
$100,000 to $249,999......... 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999......... 2.75% 2.83% 2.35% 2.11%
$500,000 to $999,999......... 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over.......... 0.00%(**) 0.00%(**) (***) 0.00%(***)
- ---------------
<FN>
(*) Upon notice to broker-dealers with whom it has sales agreements ("Selling Brokers"),
John Hancock Funds may reallow an amount up to the full applicable sales charge. A
Selling Broker to whom substantially the entire sales charge is reallowed or who
receives these incentives may be deemed to be an underwriter under the Securities Act
of 1933.
(**) No sales charge is payable at the time of purchase in Class A Shares of $1 million or
more, but a contingent deferred sales charge may be imposed in the event of certain
redemption transactions within one year of purchase. See "Purchases of $1 Million or
More."
(***) John Hancock Funds may pay a commission and first year's service fee (as described in
(+) below) to Selling Brokers who initiate and are responsible for purchases of $1
million or more in aggregate. See "Purchases of $1 Million or More" below.
(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first year's
service fee in advance, in an amount equal to 0.25% of the next assets invested in the
Fund and thereafter pays the service fee periodically in arrears in an amount up to
0.25% of the Fund's average annual net assets. Selling Brokers receive the fee as
compensation for providing personal and account maintenance services to shareholders.
</TABLE>

19
<PAGE> 80

with the Fund's former distributor. Participation in the incentive program is
entirely optional on the part of the broker/dealers and financial institutions.
Copies of the incentive program which contain more complete information about
the terms and conditions of the program, including qualifying levels and
specific awards and eligible funds, may be obtained by investment
representatives by contacting John Hancock Funds. John Hancock Funds will make
these incentive payments out of its own resources. Other than distribution fees,
the Funds do not bear distribution expenses.

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

Purchases of $1 Million or More. On purchases by a single purchaser aggregating
$1 million or more, John Hancock Funds will pay securities dealers an amount on
a cumulative basis equal to 1% of the first $3 million, plus .5 of 1% of the
next $2 million, plus .25 of 1% on amounts over $5 million. With respect to
shares purchased at the $1 million plus breakpoint, a contingent deferred sales
charge ("CDSC") will be imposed on the proceeds of the redemption of certain
shares so purchased if they are redeemed within 12 months of the end of the
calendar month of their purchase, in an amount equal to 1% of the lesser of (a)
the net asset value of the shares at the time of purchase or (b) the net asset
value of the shares at the time of redemption ("CDSC Shares"). The CDSC would
be deducted from the redemption proceeds otherwise payable to the shareholder
and would be retained by John Hancock Funds. In addition, no CDSC will be
imposed when a shareholder redeems (a) CDSC shares acquired through
reinvestment of income dividends or capital gains distributions; and (b) shares
acquired by exchange from any mutual fund sold with an initial sales charge and
distributed by John Hancock Funds. The CDSC does not apply to purchases at net
asset value described under "Waiver of Initial Sales Charge" and will be waived
in the case of redemptions of shares in connection with (i) distributions to
participants or beneficiaries of certain qualified retirement plans, and
returns of excess contributions made to these plans, and (ii) involuntary
redemption of shares if the aggregate net asset value of shares held in the
account is less than the required minimum. In determining whether a CDSC is
payable on any redemption, the Fund will first redeem shares not subject to any
charge. Although any CDSC shares being exchanged are not subject to any charge,
they will be subject to the applicable CDSC when the acquired shares are
eventually redeemed. For purposes of calculating the CDSC on these redemptions,
the original purchase date of the initial fund investment will be used in lieu
of the date the redeemed shares were acquired by exchange.

Reduced Initial Sales Charges. If you choose the initial sales charge
alternative, you are entitled to pay reduced sales charges shown in the above
table through several available purchase plans: Concurrent Purchases, Rights of
Accumulation, Statement of Intention and Group Purchases. You and your immediate
family may combine Concurrent Purchases of Class A Shares of the Fund and Class
A Shares (and shares subject to front-end sales charges) of certain other mutual
funds which are managed by the Investment Adviser ("other John Hancock funds" as
defined under "Shareholder Services -- Exchange Privilege"), for purposes of
qualifying for, and determining, a reduced sales charge provided that the
purchases are made through a single dealer and any purchase amounts satisfy the
minimum investment amount of the respective Fund. Further information about
these purchase plans is set forth under "Purchase of Shares" in the Statement of
Additional Information (see also Statement of Intention and Rights of
Accumulation in the Account Application and its Terms and Conditions in the back
of the Prospectus).

20
<PAGE> 81

Waiver of Initial Sales Charges. Class A Shares of the Fund may be purchased
without paying an initial sales charge by the following:

- - A former participant in an employee benefit plan with John Hancock Mutual
Funds, when he/she withdraws from his/her plan distributions directly to the
Funds.

REDEMPTION AND REPURCHASE OF SHARES

REDEMPTION BY WRITTEN REQUEST. To redeem shares, send a written request or
"letter of instruction" specifying the name of the Fund, the dollar

21
<PAGE> 82

amount or number of shares to be redeemed, and shareholder's name and account
number to: The Shareholder Services Group, P.O. Box 9656, Providence, Rhode
Island 02940-9656. A request for redemption will be processed after receipt by
the Transfer Agent of all required documents in proper order including any
issued stock certificates and the letter of instruction signed by each account
owner exactly as the account is registered. If a redemption of $50,000 or more
is to be made (or if the shareholder's address or bank account to which proceeds
are to be mailed has changed in the prior 30 days) signatures must be
guaranteed, subject to the provisions under Rule 17Ad-15 of the Securities
Exchange Act of 1934 ("SEA Rule") without restriction, condition or
qualification by an authorized signatory of a commercial bank, trust company,
savings and loan association, savings bank or a member firm of the National
Association of Securities Dealers, Inc. or a domestic stock exchange, or any
other "eligible guarantor institution" as defined in the SEA Rule. If shares are
held in the name of a corporation, trust, estate, custodianship, guardianship,
partnership or pension, and profit sharing plan, additional documentation may be
necessary.

FEDWIRE REDEMPTION. You may redeem shares for which no certificates have been
issued and have redemption proceeds of at least $50,000 wired by federal funds
transfer. Requests for FedWire redemption may be made by wire communication,
telephone or letter, provided that you have have selected this option in the
Account Application. Proceeds of shares redeemed at the net asset value next
determined after receipt of request are transmitted the following business day
by wire to your bank account designated in the Account Application form (bank
must be a member of the Federal Reserve System). Delivery of the proceeds of a
wire redemption request of $250,000 or more may be delayed by the Fund for up to
seven days if the Investment Adviser deems it appropriate under the then current
market conditions. The Fund cannot be responsible for the efficiency of the
federal wire system or your dealer or bank. Redemption of shares purchased by
check are subject to certain limitations and restrictions described below. The
Fund may modify this Privilege at any time or charge a service fee upon notice
to shareholders; no such fee currently is contemplated.

REPURCHASE. John Hancock Funds is authorized to repurchase any shares presented
by telephone or telegraph to John Hancock Funds by certain securities dealers
selected by John Hancock Funds in its sole discretion. The offer to repurchase
may be suspended by John Hancock Funds at any time. Repurchase orders received
by dealers prior to the closing of the NYSE (4:00 p.m. New York time) on any
business day will be priced at the net asset value per share that is based on
that day's close, provided that they are time stamped by the dealer no later
than 4:00 p.m. New York time on such day. Dealers may charge for their services
in connection with repurchases, but neither the Fund nor John Hancock Funds
makes any charge.

22
<PAGE> 83

$500 as a result of a redemption and will be allowed 60 days to make additional
investments before the redemption is processed. No contingent deferred sales
charge will be imposed on an involuntary redemption of shares.

REDEMPTION IN KIND. Although it is the Fund's present policy to make payment of
redemption proceeds in cash, if the Fund's Board of Directors determines that a
material adverse effect would otherwise be experienced by remaining investors,
redemption proceeds may be paid in whole or in part by a distribution in kind of
securities from the portfolio of the Fund subject to the limitation that
pursuant to an election under Rule 18f-1 under the Investment Company Act of
1940, the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Fund during any 90-day period for
any one account. In such circumstances, you might be required to bear
transaction costs to dispose of the securities distributed in kind.

REINSTATEMENT PRIVILEGE. If you have redeemed shares of the Fund, or have had
shares repurchased by the Fund, you may, within 60 days after the date the
shares were redeemed or repurchased, reinvest (reinstate) all or a portion of
the proceeds of the redemption or repurchase in shares of the Fund or in shares
of "other John Hancock funds" (as defined under "Shareholder
Services -- Exchange Privilege") at the next determined net asset value of the
shares being acquired, so long as the Transfer Agent is in receipt of a written
request for reinstatement and appropriate payment. Shares being acquired
pursuant to the reinstatement privilege must be of the identical class as those
which were redeemed within the prior 60 days. The CDSC will not be applicable to
Class B Shares acquired in a reinstatement, although it will be assessed in
connection with the initial redemption or repurchase. This privilege may be
exercised only once as to any particular shares of the Fund or other John
Hancock fund. Exercise of the Reinstatement Privilege does not alter the federal
income tax treatment of any capital gains realized on the redemption of shares
of the Fund. If a loss is realized on the redemption and reinvestment is made in
shares of the Fund within 30 days, it would not be recognized as a loss for
income tax purposes. You are advised to consult your tax adviser as to all
possible tax consequences related to the exercise of the reinstatement
privilege. The reinstatement privilege may be terminated or modified at any
time.

The amount of the CDSC, if any, will vary depending on the number of years from
the time the Class B Shares were purchased until the time they were redeemed.
Solely for purposes of determining

23
<PAGE> 84

the holding period, any payments you make during the month will be aggregated
and deemed to have been made on the last day of the month.

<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED CHARGE AS A PERCENTAGE OF
FOLLOWING PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
---------------- ----------------------------
<S> <C>
First....................................... 5.0%
Second...................................... 4.0%
Third....................................... 3.0%
Fourth...................................... 3.0%
Fifth....................................... 2.0%
Sixth....................................... 1.0%
Seventh and following....................... None
</TABLE>

Waiver of CDSC. The contingent deferred sales charge will be waived in the event
of the death or total disability (as evidenced by a determination by the Federal
Social Security Administration) of the shareholder (including a registered joint
owner). In addition, no contingent deferred sales charge will be imposed where
shares are redeemed in connection with a merger or reorganization of the Fund
into another investment company which imposes a contingent deferred sales charge
and the investor receives shares of the investment company in the transaction.
In these cases any applicable contingent deferred sales charge will be imposed
when an investor redeems shares acquired in such a transaction. In addition, the
CDSC is waived on redemptions made (1) by shareholders (including retirement
plan account holders) having accounts as Systematic Withdrawal Plans (SWP) with
payments of an annual amount less than or equal to 12% of the value of the
account determined at the time of SWP authorization (subject to subsequent
calendar year end adjustments) and available on a monthly, quarterly,
semi-annual or yearly basis; and (2) as distributions from employer sponsored
retirement plans in connection with the participant's separation of service at
age 55 or over from his or her employer. To be eligible for the waiver, the
account holder or the dealer must notify John Hancock Funds of eligibility at
the time of redemption request. The above waiver of CDSC are subject to change
upon 60 days written notice to shareholders. (See the Statement of Additional
Information, "Redemption and Repurchase of Shares" for a more complete
description of the Fund's shareholders on whose shares a contingent deferred
sales charge will not be imposed.)

SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------

The Fund offers you the following services and privileges: (1) Reinvestment of
Dividends and Distributions at net asset value; (2) Automatic Investment Plan;
(3) Systematic Withdrawal Plan; (4) Exchange Privilege; (5) Class B Shares
Automatic Exchange; (6) Payroll Deduction Plans; (7) System Exchange Program and
(8) Cross -- Reinvestment Service.

AUTOMATIC INVESTMENT PLAN (AIP) permits you to purchase additional shares on a
monthly basis with funds transferred from your bank account subject to an
initial and subsequent minimum investment amount of $25. For further details,
see the AIP section in the accompanying Account Application.

24
<PAGE> 85

EXCHANGE PRIVILEGE permits you to exchange your Class A and Class B shares of
the Fund for shares of "other John Hancock funds" (i.e., funds which formerly
had investment advisory contracts with TFMC) on the basis of the relative net
asset value per share subject to the minimum investment requirements of such
funds. Class A Shares may be exchanged for other John Hancock funds' Class A
Shares. These other Class A Shares may also be exchanged for Class A Shares of
the Fund, provided that any sales charge differential (not previously paid) is
paid by the shareholder. Class B Shares may be exchanged without imposition of
the Fund's CDSC for Class B Shares or shares of other Funds that are subject to
a CDSC ("CDSC Funds.") Exchanges between CDSC Funds having different schedules
will retain their original respective CDSC schedules. Any applicable contingent
deferred sales charge payable upon the redemption of Class B Shares exchanged
will be calculated from the date of the initial purchase. Class B Shares may not
be exchanged into money market funds other than John Hancock Money Market Fund
B. See Account Application or the "Exchange Privilege" in the Statement of
Additional Information. Exchanges may be accomplished by telephone request (see
below) or by a written request from the account owner(s). Forms for both written
and telephone exchanges are available from the Fund upon request. Share
certificates, if issued, must be returned to the Fund prior to any exchange of
such shares. There is currently no exchange fee for an exchange; however,
dealers or other firms may charge for their services in expediting exchange
transactions. In addition, the Fund reserves the right to impose an exchange
fee. Exchanges are, in effect, a redemption and purchase of shares in the
respective funds. As such, the limitations and restrictions applicable generally
to purchases and redemptions apply, and any exchange constitutes a sale upon
which a gain or loss will be realized for federal income tax purposes.

CLASS B AUTOMATIC EXCHANGE is a tax-free exchange of Class B Shares for Class A
Shares of the same fund that occurs at the end of the calendar quarter eight
years after the original purchase date of the Class B Shares, the "Automatic
Exchange Date." At the Automatic Exchange Date, the Class B Shares will be
exchanged for an equal dollar value of Class A Shares (which may or may not be
the same number of shares). The Class A Shares have lower expenses than Class B
Shares but are otherwise substantially identical. Class A Shares, therefore,
will have a slightly higher total return than Class B Shares and may have a
slightly higher dividend as a result. If you have made more than one purchase,
you may hold both Class B Shares and Class A Shares at the same time. The Class
B Automatic Exchange is available to all Class B shareholders and requires no
action whatsoever on your part. If you want to decline taking advantage of this
privilege, however, the Fund must be notified in writing three months prior to
the Automatic Exchange Date.

25
<PAGE> 86

Note that automated dollar cost averaging methods do not assure a profit nor
protect against loss in declining markets. You should consult your broker or
financial adviser to determine whether this Program is suitable for your
investment needs. In particular, consideration should be given to the type of
John Hancock Fund from which your exchanges will be made (i.e., its investment
objective, policies and risks, including the potential for fluctuation in its
net asset value). The Fund currently imposes no service fee for participation in
the Program but reserves the right to do so. You may change the exchange amounts
or the selection of Funds or terminate your participation in the Program at any
time by directing the Transfer Agent in writing. For further information
regarding this Program, see the Statement of Additional Information (which may
be obtained by contacting Account Services at 1-800-343-6840).

CROSS-REINVESTMENT SERVICE. Shares of a particular class of the Fund may be
purchased and/or redeemed without imposition of any applicable sales charge
through the automatic reinvestment of dividend and capital gain distributions
from the same class of any other John Hancock fund. These proceeds from other
John Hancock funds will be invested at the next determined net asset value
following receipt of the proceeds (i.e., reinvestment date which is normally the
payable date of such other John Hancock fund) by the Fund's Transfer Agent. In
addition, you may select in the Account Application to have your Fund
distributions automatically invested without imposition of a sales charge in
shares of the same class of another John Hancock fund.

Further information regarding the above services and privileges is set forth in
the Statement of Additional Information.

TELEPHONE PRIVILEGES
- --------------------------------------------------------------------------------

Neither the Fund, Transfer Agent or the Investment Adviser will be responsible
for the authenticity of telephone instructions. You should be aware that
transactions authorized by telephone instructions reasonably believed to be
authentic by the Fund can subject you to the risk of loss if the telephone
instructions are subsequently found to be unauthentic.

26
<PAGE> 87

vide a completed new account application or submit specific written instructions
requesting specific account privileges at the time of trade settlement. The Fund
will employ reasonable procedures to confirm that the instructions as to either
exchange, redemption or FedWire redemptions communicated by telephone are
genuine, and that absent such procedures, the Fund or its agents may be liable
for any losses due to unauthorized or fraudulent instructions. These procedures
include:

1. Recording all calls for telephone transactions (each transaction is thereby
indexed by the time of the call placed);

2. Requesting the caller's name and phone number as verification of the origin
of the telephone call;

3. Requesting the name of the Fund and your account number, the name(s) in
which the account is registered and the tax identification number listed on
the account; and

4. Mailing written confirmation (statements) of each transaction on the
following business day to the registration address and the broker/dealer of
record.

DIVIDENDS, DISTRIBUTIONS
AND TAX STATUS
- --------------------------------------------------------------------------------

TAXES. Because the Fund intends to distribute its net investment income and net
realized capital gains to its shareholders, and to adhere to other applicable
requirements, it is not expected that the Fund will be required to pay any
federal income taxes on amounts paid by it as dividends and distributions. In
order for the Fund to be entitled to pay tax-exempt interest income dividends
you, at the close of each quarter of its taxable year, at least 50% of the value
of its total assets must consist of obligations whose interest is exempt from
federal income tax. The exempt interest portion of dividends payable monthly to
you is based upon the ratio of the Fund's net tax-exempt income to taxable
income for the entire year. Thus, the tax exempt portion of any particular
dividend is based upon the tax-exempt portion of all distributions for the year
rather than upon the tax-exempt portion of that particular dividend.

Distribution of net tax-exempt interest income may be treated by you for federal
income tax purposes as interest excludable from their gross income. Any
distributions of long-term capital gains are taxable

27
<PAGE> 88

as such to you. Any distribution of short-term capital gains are taxable as
ordinary income; however, it is expected that such amounts, if any, would not be
substantial in relation to the tax-exempt interest generated by the Fund.
Interest on indebtedness incurred or continued by you to purchase or carry
shares of the Fund is not deductible. You will normally be subject to federal
income tax on dividends and distributions, if any, paid from taxable securities.
The Fund is required to withhold 31% of taxable dividends, distributions and
redemptions paid to you if you have not complied with IRS taxpayer
identification requirements. To avoid this "backup" withholding requirement, you
may furnish the Transfer Agent with your taxpayer identification number and
required certifications by completing the Account Application or IRS form W-9.
(See "Backup Withholding" in the back of the Prospectus). The foregoing relates
to federal income taxation as in effect as of the date of this Prospectus.
Distributions from investment income and capital gains, may be subject to other
state and local tax laws. You should consult your own tax adviser concerning tax
consequences of an investment in the Fund including state and local tax
consequences.

You, generally, will not incur any federal income tax on the amount of the
Fund's distributions that are attributable to net tax-exempt interest income.
However, interest on certain "private activity bonds" issued after August 7,
1986 is an item of tax preference for purposes of the alternative minimum tax.

The Fund anticipates that a portion of its investments may be made in these
"private activity bonds." As a result, a portion of the exempt interest
dividends paid by the Fund would be an item of tax preference to shareholders
subject to the alternative minimum tax. The Fund anticipates that under normal
circumstances, no more than 20% of its investments will be made in such private
activity bonds.

It should also be noted that certain corporations that are subject to the
alternative minimum tax may also have to include exempt-interest dividends in
calculating their alternative minimum taxable income. This applies to situations
where the "adjusted current earnings" of the corporation exceeds its alternative
minimum taxable income.

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

PERFORMANCE INFORMATION. From time to time the Fund may advertise its yield and
total return which are computed separately for Class A and Class B Shares and in
accordance with applicable regulatory requirements. Yield is computed by
annualizing the result of dividing the net investment income per share over a
30-day period by the maximum offering price per share on the last day of the
period. The Fund may also advertise in supplemental sales literature a
distribution rate which is computed in the same manner as yield except that
actual income dividends declared per share during the applicable period are
substituted for net investment income per share. The distribution rate may
differ from the yield calculation noted above in that the components of the
distribution rate: (1) may include short-term gains (which may be non-recurring)
and equalization or other non-income related distributions which may include
nontaxable returns of capital dividends and (2) reflect amortization policies
for debt discount and dividend income recognition which may vary from those used
in the yield calculation. The distribution rate is computed separately for Class
A and Class B Shares. Yield and distribution rate quotations of Class B Shares
do not reflect any contingent deferred sales charge and, if included, would be
reflected in a lower rate quotation. The Fund may also quote a tax equivalent
yield or distribution rate which is the yield or distribution rate a fully
taxable investment would have to return to an investor subject to the highest
marginal federal tax rate to provide a comparable return.

28
<PAGE> 89

The cumulative total return shows the dollar or percentage change in value over
a specified period of time (i.e., 1, 5 or 10 years or since the Fund's
inception), assuming reinvestment of all dividends and distributions on the
reinvestment dates and payment of maximum sales charges applicable to purchases
and redemptions. Average annual total return shows the Fund's cumulative return
divided over the number of years included in the given period ("standardized
performance"). Total returns may, in conjunction with standardized performance,
be calculated for other specified periods and/or excluding the effect of sales
charges (which if included, would reduce the performance quoted). Both the yield
and total return are based on historical earnings and are not indicative of
future performance. The Fund will include performance data for both Class A and
Class B Shares in any advertisement or information including performance data of
the Fund. The Statement of Additional Information contains more detailed
information about the calculation of performance. The Fund also may advertise
its performance relative to certain performance rankings, ratings and indexes
compiled by independent organizations (such as Lipper Analytical Services, Value
Line and Morningstar, Inc.). In addition, the Fund may use comparative
performance information from certain industry research materials or published in
various periodicals. The Statement of Additional Information sets forth under
"Performance Information" a list of periodicals, indexes, etc. which the Fund
may use in its advertisements.

ORGANIZATION. The Fund operates as one of six series of the Corporation. The
Corporation was organized as a Maryland Corporation on June 22, 1987. In
December, 1994, in connection with the acquisition of the Corporation's previous
investment adviser, Transamerica Fund Management Company, the Corporation's name
was changed from Transamerica Series, Inc. to John Hancock Series Inc. and the
Fund's name was changed from Transamerica High Yield Tax-Free Fund to John
Hancock High Yield Tax-Free Fund. All shares of common stock of the Corporation,
$0.01 par value per share, have equal voting rights and have no preemptive or
conversion rights. Both Class A and Class B shares represent an interest in the
same assets of the Fund and are identical in all respects except that each class
bears different distribution expenses, exclusive voting rights with respect to
its distribution plan. Shares of the Fund issued are fully paid, non-assessable,
fully transferable and redeemable at the option of the holder. The Fund is not
required to hold annual shareholder meetings except when required by federal or
state law. Under certain circumstances, shareholders of the Fund have the right,
and available procedures, to call a meeting of shareholders for any proper
purpose. At the written request of the holders of at least 10% of the
outstanding shares of the Corporation, the Corporation will call a meeting for
the purpose of voting on the removal of one or more Directors. The Fund will
assist you with any communications regarding such meetings including shareholder
proposals.

CUSTODIAN. Investors Bank & Trust Company, 34 Federal Street, Boston,
Massachusetts 02110, is the Custodian for the Fund.

TRANSFER AGENT. Transfer and dividend disbursing agent functions are performed
by The Shareholder Services Group ("TSSG"), One American Express Plaza,
Providence, Rhode Island 02903.

INDEPENDENT AUDITORS. Ernst & Young LLP, 200 Clarendon Street, Boston,
Massachusetts 02116, has been selected as the independent auditors of the Fund.

29
<PAGE> 90

APPENDIX A

TAX-EXEMPT VS. TAXABLE YIELDS

The table below shows the effect of the tax status of Municipal Obligations on
the yield received by their holders under the regular federal income tax laws
that apply to 1994. It gives the approximate yield a taxable security must earn
at various income brackets to produce after-tax yields.

TAX-FREE YIELDS 1994 TAX TABLE

<TABLE>
<CAPTION>
TAXABLE INCOME
- --------------------------------------
SINGLE RETURN JOINT RETURN MARGINAL TAX-EXEMPT YIELD
- ----------------- ----------------- INCOME -------------------------------------------------------------------------
(TAXABLE INCOME) TAX RATE 5.00% 5.50% 6.00% 6.50% 7.00% 7.50% 8.00% 8.50%
- -------------------------------------- --------- ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$ 0-22,750 $ 0-38,000 15.00% 5.88% 6.47% 7.06% 7.65% 8.24% 8.82% 9.41% 10.00%
$ 22,751-55,100 $ 38,001-91,850 28.00% 6.94% 7.64% 8.33% 9.03% 9.72% 10.42% 11.11% 11.81%
$ 55,101-115,000 $ 91,851-140,000 31.00% 7.25% 7.97% 8.70% 9.42% 10.14% 10.87% 11.59% 12.32%
$115,001-250,000 $140,001-250,000 36.00% 7.81% 8.59% 9.38% 10.16% 10.94% 11.72% 12.50% 13.28%
$250,001-and up $250,001-and up 39.60% 8.28% 9.11% 9.93% 10.76% 11.59% 12.42% 13.25% 14.07%
</TABLE>

This table is for illustrative purposes only and is not intended to imply or
guarantee any particular yield from the John Hancock High Yield Tax-Free Fund.
While it is expected that a substantial portion of the interest income
distributed to the Fund's shareholders will be exempt from federal income taxes,
portions of such distributions from time to time may be subject to federal
income taxes.

APPENDIX B

DESCRIPTION OF BOND RATINGS

The ratings of Moody's Investors Service, Inc. and Standard & Poor's Ratings
Group represent their opinions as to the quality of various debt instruments
they undertake to rate. It should be emphasized that ratings are not absolute
standards of quality. Consequently, debt instruments with the same maturity,
coupon and rating may have different yields while debt instruments of the same
maturity and coupon with different ratings may have the same yield. See
"Appendix DD" in the Statement of Additional Information for other ratings.

MOODY'S INVESTORS SERVICE, INC.

AAA: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuations of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

30
<PAGE> 91

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment at some time in the future.

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

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

B: Bonds which are rated B generally lack the characteristics of desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

STANDARD & POOR'S RATINGS GROUP

AAA: Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the highest rated issues only in small degree.

A: Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

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

BB, B: Debt rated BB, and B is regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay principal in
accordance with the terms of the obligation. BB indicates the lowest degree of
speculation and CC the highest degree of speculation. While such debt will
likely have some quality and protective characteristics, these are outweighed by
large uncertainties or major risk exposures to adverse conditions.

31
<PAGE> 92

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---
<S> <C>
Summary................................. 2
Fund Expenses......................... 3
Financial Highlights.................... 4
Investment Objective and Policies....... 5
Investment Practices, Techniques and
Restrictions.......................... 11
The Fund and Its Management............. 14
Information About Shares of the Fund.... 16
Net Asset Value....................... 16
Purchase of Shares.................... 17
Redemption and Repurchase of Shares... 21
Shareholder Services.................... 24
Telephone Privileges.................... 26
Dividends, Distributions and Tax
Status................................ 27
Additional Information.................. 28
Appendix A.............................. 30
Appendix B.............................. 30
</TABLE>

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

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

SHAREHOLDER INQUIRY
------------------------
1-800-343-6840

P.O. Box 9656
Providence, Rhode Island 02940-9656

No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in
this Prospectus or in official sales literature distributed by the Fund's
Distributor in connection with the offer of the Fund's shares, and if
given or made, such other information or representations must not be
relied upon as having been authorized by the Fund or its Distributor.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

T470P 3/95

JOHN HANCOCK HIGH YIELD
TAX-FREE FUND
A Portfolio of John Hancock Series, Inc.

PROSPECTUS
March 1, 1995
<PAGE> 93

JOHN HANCOCK
HIGH YIELD BOND FUND

A Portfolio of John Hancock Series, Inc.

101 Huntington Avenue Boston, Massachusetts 02199-7603
- --------------------------------------------------------------------------------

John Hancock High Yield Bond Fund (the "Fund"), a portfolio of John Hancock
Series, Inc. (the "Corporation"), seeks to maximize current income without
assuming undue risk by investing in lower rated, high yielding, fixed income
securities; its secondary objective is capital appreciation. The Corporation is
a registered investment company which is comprised of multiple separate series
(investment portfolios) offering investors a wide range of mutual fund
investment choices. This Prospectus relates only to shares of the Fund.

THE FUND INVESTS PRIMARILY (AND IS PERMITTED TO INVEST UP TO 100% OF ITS ASSETS)
IN NON-INVESTMENT GRADE DEBT SECURITIES ISSUED BY DOMESTIC ISSUERS (COMMONLY
KNOWN AS "JUNK BONDS") AND FOREIGN ISSUERS, WHICH SECURITIES (I) ENTAIL PRICE
VOLATILITY, DEFAULT AND OTHER RISKS GREATER THAN THOSE ASSOCIATED WITH HIGHER
RATED SECURITIES AND (II) MAY PRESENT PROBLEMS OF LIQUIDITY AND VALUATION.
INVESTORS SHOULD CAREFULLY CONSIDER THESE RISKS BEFORE INVESTING. SEE
"INVESTMENT OBJECTIVE AND POLICIES" PAGE 9 AND "INVESTMENT PRACTICES, TECHNIQUES
AND RESTRICTIONS".

ALTERNATIVE PURCHASE PLAN. The Fund offers two classes of shares with
alternative purchase and distribution fee arrangements. These differences permit
you to choose the method of purchasing shares that is most beneficial given the
amount of the purchase, the length of time you expect to hold the shares and
other circumstances. Shares of the Fund may be purchased at the next determined
net asset value per share, plus a sales charge which, at your election, may be
imposed either (i) at the time of purchase in the case of the Class A Shares
(the initial sales charge alternative) or (ii) on a contingent deferred basis in
the case of the Class B Shares (the deferred sales charge alternative.) See
"Purchase of Shares -- Alternative Purchase Plan" in this Prospectus for further
details about the Alternative Purchase Plan.
---------------------
This prospectus briefly sets forth the basic information that you should know
before investing. YOU SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE
REFERENCE. A Statement of Additional Information dated March 1, 1995, containing
further information about the Fund, has been filed with the Securities and
Exchange Commission and is incorporated into this Prospectus by reference. A
copy of the Statement of Additional Information may be obtained without charge
by contacting John Hancock Funds, Inc. ("John Hancock Funds"), whose address and
telephone number are shown on the back cover of this Prospectus.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
---------------------
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR FINANCIAL INSTITUTION, NOR ARE SHARES OF THE
FUND FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
---------------------
PROSPECTUS DATED MARCH 1, 1995
<PAGE> 94

SUMMARY
- --------------------------------------------------------------------------------

THE FUND AND THE CORPORATION. John Hancock High Yield Bond Fund (the "Fund") is
a portfolio of John Hancock Series, Inc. (the "Corporation") which is organized
as Maryland corporation and is an open-end diversified management investment
company that issues its shares in series each of which is designated as a
"fund."

INVESTMENT OBJECTIVES. The Fund seeks to maximize current income without
assuming undue risk by investing primarily in lower-rated, high yielding, fixed
income securities; secondary objective is capital appreciation but only when it
is consistent with the primary objective.

INVESTMENT ADVISER. John Hancock Advisers, Inc. (the "Investment Adviser")
serves as investment adviser and receives a monthly fee from the Fund at varying
annual percentage rates of average daily net assets, depending on the Fund's
asset size, ranging from a low of .50% to a high of .625%. The Investment
Adviser presently manages a broad range of mutual funds and multiple investment
portfolios representing total assets of approximately $13 billion under
management. (See "The Fund and its Management.")

DISTRIBUTION ARRANGEMENTS. The Fund offers two classes of shares, "Class A
Shares" and "Class B Shares", through the Fund's distributor, John Hancock
Funds, Inc. ("John Hancock Funds"). Class A Shares are subject to an initial
sales charge of up to 4.75% at the time of purchase and bear the expense of an
ongoing Rule 12b-1 distribution service fee at an annual rate of up to .25% of
the average daily net assets of the Fund allocable to the Class A Shares. Class
B Shares do not incur a sales charge when they are purchased but (i) are
generally subject to a sales charge if they are redeemed within six years of
purchase (a "contingent deferred sales charge" or "CDSC") and (ii) are subject
to aggregate distribution and service fees of up to 1% of the Fund's average
daily net assets allocable to the Class B Shares annually. The contingent
deferred sales charges for Class B Shares decline from 5% during the first year
of investment to zero after the sixth year (5%, 4%, 3%, 3%, 2%, 1%), (see
"Alternative Purchase Plan" on page 17). Shares of either class may be purchased
through selected financial services firms having dealer agreements with John
Hancock Funds. The minimum initial and subsequent investment amounts for either
class of shares are $1,000 and $50 ($250 and $25 for a tax sheltered retirement
plan), respectively (see "Purchase of Shares.")

SPECIAL RISK CONSIDERATIONS. The Fund may invest significantly in domestic and
foreign corporate bonds rated lower than medium grade quality, commonly called
"junk bonds", which involve certain risks and are considered to be speculative.
Investors should refer to a further discussion of these risks on page 9. These
investments together with other policies of the Fund such as investing in
foreign debt securities, investment concentration in certain industries, options
and futures contracts and reverse repurchase agreements, involve a greater
degree of risk than is assumed by other investment companies which do not invest
similarly. An investment in the Fund should not constitute a complete investment
program.

The above is qualified in its entirety by the detailed information appearing
elsewhere in this Prospectus and in the Statement of Additional Information.

2
<PAGE> 95

<TABLE>
FUND EXPENSES
- --------------------------------------------------------------------------------

The following table illustrates the various expenses and fees a shareholder of
the Fund would bear directly or indirectly. The expenses and fees set forth in
the table are for the fiscal year ended October 31, 1994, except as otherwise
noted.
<CAPTION>
CLASS A CLASS B
SHARES SHARES
----------------- -----------------
(INITIAL SALES (DEFERRED SALES
CHARGE ALTERNATIVE) CHARGE ALTERNATIVE)
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases........ 4.75% None
Sales Charge Imposed on Reinvested Dividends..... None None
Deferred Sales Charge (as a percentage of
original purchase price)....................... None 5.00%
Redemption Fee................................... None None
Exchange Fee..................................... None None

ANNUAL FUND OPERATING EXPENSES CLASS A CLASS B
--------- ---------
(as a percentage of average net assets)
Management Fees(2)............................... 0.58% 0.58%
12b-1 Fees(3).................................... 0.25% 1.00%
Other Expenses................................... 0.33% 0.33%
--------- ---------
Total Fund Operating Expenses.................... 1.16% 1.91%
========= =========
</TABLE>
<TABLE>
EXAMPLE A(4): You would pay the following expenses on a $1,000 investment,
assuming a 5% annual return and redemption at the end of each time period.
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- -------- -------- ---------
<S> <C> <C> <C> <C>
Class A.......................................... $59 $83 $108 $182
Class B.......................................... $69 $90 $123 $204*
</TABLE>
<TABLE>
EXAMPLE B(4): You would pay the following expenses on the same investment in
Example A assuming no redemption:
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- -------- -------- ---------

<S> <C> <C> <C> <C>
Class A.......................................... $59 $83 $108 $182
Class B.......................................... $19 $60 $103 $204*
- ---------------
<FN>
(1) Class A Shares have a reduced initial sales charge for purchases in excess
of $100,000. Purchases of $1 million or more are not subject to a sales
charge; however, a contingent deferred sales charge of 1% will be applied to
redemptions within 12 months of such purchase. The deferred sales charge on
Class B Shares declines from 5% during the first year to 0% after the sixth
year in the following manner: 5%, 4%, 3%, 3%, 2% and 1%. See "Information
About Shares of the Fund -- Redemption and Repurchase of Shares."

(2) See "The Fund and Its Management."

(3) See "The Fund and Its Management -- Distribution Plans."

(4) Expenses in Examples above have been restated to reflect current fees and
should not be considered a representation of past or future expenses. Actual
expenses may be greater or less than those shown above. Use of assumed (5%)
return is mandated by the Securities and Exchange Commission. THE FUND'S
PAYMENT OF A DISTRIBUTION FEE MAY RESULT IN A LONG-TERM SHAREHOLDER PAYING
MORE THAN THE ECONOMIC EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGE
PERMITTED UNDER THE NATIONAL ASSOCIATION OF SECURITIES DEALERS' RULES OF
FAIR PRACTICE.

* Assumes tax-free automatic exchange of Class B Shares for Class A Shares
after the eight year period following the initial purchase of Class B
Shares. If the exchange is declined, such Class B expenses would be $223.
</TABLE>
3
<PAGE> 96

<TABLE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Financial highlights for John Hancock High Yield Bond Fund (formerly,
Transamerica High Yield Bond Fund) for each of the seven years in the period
ended October 31, 1994 and the period from October 26, 1987 through October 31,
1987, in the case of Class B Shares, have been audited by Ernst & Young LLP,
independent auditors, whose unqualified report thereon as well as other
financial statements of the Fund are included in the Statement of Additional
Information. The Fund's annual report contains a discussion of the Fund's
performance and is made available upon request without charge.

<CAPTION>
CLASS B SHARES
---------------------------------------------------------------------------------------
PERIOD
YEAR ENDED OCTOBER 31, ENDED
--------------------------------------------------------------------------- OCT. 31,
1994(2) 1993 1992 1991 1990 1989 1988(2) 1987(1)
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Per share income and capital
changes for a share outstanding
during each period:
Net asset value, beginning of
period.......................... $ 8.23 $ 7.43 $ 7.44 $ 6.45 $ 8.14 $ 9.70 $ 9.94 $ 9.95
INCOME FROM INVESTMENT OPERATIONS
Net investment income............. 0.74 0.80 0.87 0.98 1.09 1.16 1.07 0.0091
Net realized and unrealized gain
(loss) on investments........... (0.83) 0.75 (0.04) 1.06 (1.68) (1.55) (0.14) (0.0191)
------- ------- ------- ------- ------- ------- ------- -------
Total from Investment
Operations.................... (0.09) 1.55 0.83 2.04 (0.59) (0.39) 0.93 (0.0100)
LESS DISTRIBUTIONS
Dividends from net investment
income.......................... (0.76) (0.75) (0.84) (0.98) (1.09) (1.14) (1.17) --
Distributions from realized
gains........................... (0.05) -- -- -- -- -- -- --
Returns of capital................ -- -- -- (0.07) (0.01) (0.03) -- --
------ ------- ------- ------- ------- ------- ------- -------
Total Distributions............. (0.81) (0.75) (0.84) (1.05) (1.10) (1.17) (1.17) --
------ ------- ------- ------- ------- ------- ------- -------
Net asset value, end of period.... $ 7.33 $ 8.23 $ 7.43 $ 7.44 $ 6.45 $ 8.14 $ 9.70 $ 9.94
====== ======= ======= ======= ======= ======= ======= =======

TOTAL RETURN(3)................... (1.33)% 21.76% 11.56% 34.21% (8.04)% (4.51)% 9.77% (0.10)%
====== ======= ======= ======= ======= ======= ======= =======

RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net
assets.......................... 1.91% 2.08% 2.25% 2.24% 2.25% 2.51% 2.76% 0.34%
Ratio of expense reimbursement to
average net assets.............. -- -- -- -- (0.03)% (0.31)% (0.76)% (0.31)%
------ ------- ------- ------- ------- ------- ------- -------
Ratio of net expenses to average
net assets...................... 1.91% 2.08% 2.25% 2.24% 2.22% 2.20% 2.00% 0.03%
====== ======= ======= ======= ======= ======= ======= =======
Ratio of net investment income to
average net assets.............. 9.39% 10.07% 11.09% 13.73% 14.59% 12.23% 10.97% 0.09%
Portfolio turnover................ 153% 204% 206% 93% 96% 100% 60% 0%
Net Assets, end of period (in
thousands)...................... $160,739 $154,214 $ 98,560 $ 72,023 $ 37,097 $ 33,964 $ 20,852 $ 110
- ---------------
<FN>
(1) Financial highlights, including total return, are for the period October 26,
1987 (date of the Fund's initial offering of shares to the public) to
October 31, 1987 and have not been annualized.

(2) Per share information has been calculated using the average number of shares
outstanding.

(3) Total return does not include the effect of the contingent deferred sales
charge for Class B Shares.
</TABLE>
4
<PAGE> 97

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Financial highlights for John Hancock High Yield Bond Fund (formerly,
Transamerica High Yield Bond Fund) for the year ended October 31, 1994 and for
the period from June 30, 1993 through October 31, 1993 in the case of Class A
Shares, have been audited by Ernst & Young LLP, independent auditors, whose
unqualified report thereon as well as other financial statements of the Fund are
included in the Statement of Additional Information. The Fund's annual report
contains a discussion of the Fund's performance and is made available upon
request without charge.

<TABLE>
<CAPTION>
CLASS A SHARES
-------------------------------
PERIOD FROM
YEAR ENDED JUNE 30, 1993
OCTOBER 31, TO OCTOBER 31,
1994(2) 1993(1)
----------- --------------
<S> <C> <C>
Per share income and capital changes for a share outstanding
during each period:
Net asset value, beginning of period............................. $ 8.23 $ 8.10
INCOME FROM INVESTMENT OPERATIONS
Net investment income............................................ 0.80 0.33
Net realized and unrealized gain (loss) on investments........... (0.83) 0.09
-------- --------
Total from Investment Operations............................... (0.03) 0.42
LESS DISTRIBUTIONS
Dividends from net investment income............................. (0.82) (0.29)
Distributions from realized gains................................ (0.05) --
-------- --------
Total Distributions............................................ (0.87) (0.29)
-------- --------
Net asset value, end of period................................... $ 7.33 $ 8.23
======== ========

TOTAL RETURN(3).................................................. (0.59)% 4.96%
======== ========

RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets.......................... 1.16% 0.31%
Ratio of net investment income to average net assets............. 10.14% 4.38%
Portfolio turnover............................................... 153% 204%
Net Assets, end of period (in thousands)......................... $ 11,696 $ 2,344
- ---------------
<FN>
(1) Financial highlights, including total return, have not been annualized.
Portfolio turnover is for the year ended October 31, 1993.

(2) Per share information has been calculated using the average number of shares
outstanding.

(3) Total return does not include the effect of the initial sales charge for
Class A Shares.
</TABLE>

5
<PAGE> 98

INVESTMENT OBJECTIVES
AND POLICIES
- -------------------------------------------------------------------------------

The Fund's primary investment objective is to maximize current income without
assuming undue risk by investing in a diversified portfolio consisting primarily
of lower-rated, high yielding, fixed income securities, such as:

(1) domestic and foreign corporate bonds;

(2) debentures and notes;

(3) convertible securities;

(4) preferred stocks; and

(5) domestic and foreign government obligations.

As a secondary objective, the Fund seeks capital appreciation, but only when it
is consistent with the primary objective of maximizing current income. There is
no assurance the Fund will achieve its objectives.

The higher yields sought by the Fund are generally obtainable from securities
rated in the lower categories by recognized rating services, i.e. rated lower
than "Baa" by Moody's Investors Services ("Moody's") or "BBB" by Standard and
Poors Ratings Group ("S&P"), or unrated securities of comparable quality
(collectively referred to as "high yield securities"). While providing higher
yields, these lower quality securities generally involve greater volatility of
price and greater risk of principal and income than securities in the higher
rating categories and, accordingly, may be considered speculative. In general,
these risks include: (1) substantial market price volatility (2) changes in
credit status, including weaker overall credit condition of issuers and risks of
default and (3) industry, market and economic risks, including limited liquidity
and secondary market support. THE RISKS OF HIGH YIELD/HIGH RISK SECURITIES, AS
DISCUSSED IN GREATER DETAIL BELOW (SEE "RISK FACTORS -- HIGH YIELD/HIGH RISK
SECURITIES"), SHOULD BE CAREFULLY CONSIDERED BY INVESTORS. Under normal market
conditions, at least 65% of the Fund's total assets may be invested in bonds or
debentures rated "Baa" or lower by Moody's, or "BBB" or lower by S&P; however,
no more than 10% of its assets can be invested in securities that are rated as
low as "CC" by S&P or "Ca" by Moody's. A general description of Moody's and
S&P's ratings is set forth in Appendix A.

Non-rated securities will also be considered for investment by the Fund when the
Investment Adviser believes that the issuer's financial condition, or the
protection afforded by the terms of the securities themselves, limits the risk
to the Fund to a degree comparable to that of rated securities consistent with
the Fund's objectives and policies.

During the fiscal year ended October 31, 1994, the percentages of the Fund's
assets invested in securities rated in particular rating categories by Moody's
(or, if not by Moody's, by S&P) were, on a weighted average basis, as follows*:

<TABLE>
<CAPTION>
PERCENTAGE
OF TOTAL
MOODY'S (OR S&P) RATINGS INVESTMENTS
----------------------- ----------
<S> <C>
Baa and above........................ 0.0%
Ba................................... 9.58%
(BB+, BB, BB-)..................... 0.25%
B.................................... 52.96%
(B+, B, B-)........................ 5.00%
Caa.................................. 19.56%
(CCC+, CCC, CCC ).................. 1.50%
Ca................................... 0.11%
below Ca............................. 0.0%
Not Rated**.......................... 11.04%**
-------
Total................................ 100.00%
=======

- ---------------
<FN>
* Based on average of month end portfolio holdings during fiscal year ended
10/31/94. Asset composition does not represent actual holdings on 10/31/94
nor does it imply that the overall quality of portfolio holdings is fixed
(see discussion on ratings).

** Of this amount, the following percentages of the Fund's assets represent
quality standards attributed by the Investment Adviser to such non-rated
securities at the time of purchase: 8.56%, B; and 2.48%, Caa.
</TABLE>
6
<PAGE> 99

The Fund may at times invest in so-called "zero-coupon" bonds and
"payment-in-kind" bonds. Zero coupon bonds are issued at a significant discount
from their principal amount in lieu of paying interest periodically.
Payment-in-kind bonds allow the issuer, at its option, to make current interest
payments on the bonds either in cash or in additional bonds. Because zero-coupon
bonds do not pay current interest, their value is subject to greater fluctuation
in response to changes in market interest rates than bonds which pay interest
currently. Both zero-coupon and payment-in-kind bonds allow an issuer to avoid
the need to generate cash to meet current interest payments. Accordingly, such
bonds may involve greater credit risks than bonds paying interest currently.
Even though these bonds do not pay current interest in cash, the Fund is
nonetheless required to accrue interest income on these investments and to
distribute these amounts at least annually to shareholders. Thus, the Fund could
be required at times to liquidate other investments in order to satisfy its
dividend requirements. At times when the Fund invests in zero-coupon and
payment-in-kind bonds, it will not be pursuing its primary objective of
maximizing current income.

The Fund may invest without limitation in debt obligations of foreign issuers,
including those issued by supranational entities (such as the "World Bank"). The
Fund may also purchase securities issued in any country, developed or
undeveloped. Investments in securities of issuers in non-industrialized
countries generally involve more risk and may be considered speculative. (See
"Risk Factors" and "Investment Practices, Techniques and Restrictions -- Foreign
Securities.") The Fund may also enter into forward foreign currency exchange
contracts for the purchase or sale of foreign currency for hedging purposes (see
"Statement of Additional Information"). The risks involving foreign investments
should be carefully considered by investors. (The Fund intends to maintain
investment emphasis in debt securities of domestic issuers.)

Included among domestic debt obligations eligible for purchase by the Fund are
adjustable and/or variable (floating) rate securities, mortgage related
securities (including stripped securities, collateralized mortgage obligations
and multi-class pass-through securities), asset-backed securities and callable
bonds. (See "Risk Factors -- Other Risk Considerations" and "Appendix B").
Callable bonds have a provision permitting the issuer, at its option, to "call"
or redeem the bonds. If an issuer were to redeem bonds held by the Fund during a
time of declining interest rates, the Fund might not be able to reinvest the
proceeds in bonds providing the same coupon return as the bonds redeemed.

To the extent that the Fund does not invest in the securities described above,
the Fund may:

1. invest (for liquidity purposes), in high quality, short-term debt securities
with remaining maturities of one year or less ("money market instruments")
including government obligations, certificates of deposit, bankers
acceptances, short-term corporate debt securities, commercial paper and
related repurchase agreements;

2. invest up to 10% of its assets in municipal obligations, including municipal
bonds issued at a discount, in circumstances where the Investment Adviser
determines that investing in such obligations would facilitate the Fund's
ability to accomplish its investment objectives;

3. enter into repurchase agreements and reverse repurchase agreements subject to
certain limitations (see "Investment Practices, Techniques and
Restrictions");

4. subject to certain limitations described under "Investment Practices,
Techniques and Restrictions", write (sell) covered call and cash secured
options and purchase call and put options on fixed income securities and
securities indexes in an effort to increase current income and for hedging
purposes;

5. subject to certain limitations described under "Investment Practices,
Techniques and Restric-

7
<PAGE> 100

tions", purchase and sell interest rate futures contracts on fixed income
securities and securities index futures contracts and may write and purchase
options thereon for hedging purposes; and

6. subject to certain limitations described under "Investment Practices,
Techniques and Restrictions", invest in restricted securities, purchase
securities issued on a "when issued" or "forward delivery" basis and lend its
portfolio securities.

As a matter of fundamental policy, the Fund will not invest more than 25% of its
total assets (taken at market value) in the securities of issuers engaged in any
one industry, except that the Fund may invest up to 40% of the value of its
total assets in the securities of issuers engaged in the electric utility and
telephone industries. The Investment Adviser follows a policy under which it
will not cause the Fund to invest more than 25% of its total assets in the
securities of issuers engaged in the electric utility industry or the telephone
industry unless yields available for four consecutive weeks in the four highest
rating categories on new issue bonds in this industry (issue size of $50 million
or more) have averaged greater than the yields of new issue long-term industrial
bonds similarly rated (issue size of $50 million or more) and, in the opinion of
the Adviser, the relative return available from the electric utility or
telephone industry and the relative risk, marketability, quality and
availability of securities of this industry justifies such an investment.
Obligations issued or guaranteed by the U.S. Government or its agencies and
instrumentalities are not subject to the foregoing 25% limitation. In addition,
for purposes of this limitation, determinations of what constitutes an industry
are made in accordance with specific industry codes set forth in the Standard
Industrial Classification Manual and without considering groups of industries
(e.g., all utilities) to be an industry.

The extent to which the Fund will be able to achieve its investment objectives
depends upon the Investment Adviser's ability to evaluate and develop the
information it receives into a successful investment program. The Fund's
investment objectives and investment policies (except for its policy on
concentration) are non-fundamental, which means they may be changed by the Board
of Directors without requiring the vote of shareholders; these investment
objectives may not, however be changed without prior (30 days') written notice
first having been given to shareholders. Such a change in the investment
objective may result in the Fund's investment objective being different from the
objective which the shareholders considered appropriate, in light of their then
current financial position and needs, at the time of their investment in the
Fund.

(1) obligations of banks (including certificates of deposit, bankers'
acceptances and repurchase agreements) with assets of $100,000,000 or more;

(2) commercial paper rated within two highest rating categories of a nationally
recognized rating organization;

(3) investment grade short-term notes;

(4) obligations issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities; and

(5) related repurchase agreements.

8
<PAGE> 101

brokerage commissions. However, such a transaction involves a mark-up or
mark-down of the price. In addition, positions in options and futures for
hedging purposes may be established with great frequency. For these reasons,
portfolio turnover is likely to be higher than that of other mutual funds. A
higher portfolio turnover rate involves greater expenses to the Fund and may
also result in the realization of short-term capital gains taxable at ordinary
income rates. Portfolio turnover rates of the Fund for recent years are shown in
the section "Financial Highlights." The Fund will engage in portfolio trading if
it believes a transaction, net of costs (including custodian charges,) will help
in attaining its investment objective.

The Statement of Additional Information also contains the following information:

(1) Appendix AA explains short-term obligations and government securities.

(2) Appendix CC explains various options, futures and forward contracts.

(3) Appendix DD explains ratings of various fixed income securities by Moody's
and S&P, including preferred stocks and short term investments.

RISK FACTORS

GENERAL. The value of the securities held by the Fund, and therefore, net asset
value per share, will fluctuate due to various factors principally interest rate
changes and the ability of the issuers to pay interest and principal of these
obligations. Generally, a rise in interest rates will result in a decrease in
the Fund's net asset value, while a decline in interest rates will result in an
increase in the Fund's net asset value. Therefore, at the time of redemption,
your shares may be worth more or less than the value at the time of purchase.
Because the investment objective and nature of the investments of the Fund
involve securities whose values tend to fluctuate more widely than other types
of investments, the value of the Fund's shares may be subject to greater
fluctuation than other investment companies.

HIGH YIELD/HIGH RISK SECURITIES. YOU SHOULD CAREFULLY CONSIDER YOUR ABILITY TO
ASSUME THE RISKS OF OWNING SHARES OF A MUTUAL FUND WHICH CAN INVEST IN
SECURITIES IN CERTAIN OF THE LOWER RATING CATEGORIES. Lower quality "high yield,
high risk" securities, whether rated or unrated, can be subject to greater
market fluctuations and risks of loss of income and principal than lower
yielding, higher quality fixed income securities.

9
<PAGE> 102

As a result of the possible limited liquidity of high yield securities, their
prices may decline rapidly in the event a significant number of holders of these
securities decide to sell. The high yield/high risk securities market has grown
primarily during a period of long economic expansion and it is uncertain how it
would perform during an economic downturn or sustained period of rising interest
rates. In addition, adverse publicity and investor perceptions about lower
quality securities, whether or not based on fundamental analysis, may tend to
decrease the market value and liquidity of these lower quality securities. If
the issuer of a security owned by the Fund defaults, the Fund may incur
additional expenses to seek recovery. The market prices of certain securities
held by the Fund, such as zero-coupon bonds or payment-in-kind securities are
affected to a greater extent by interest rate changes and thereby tend to be
more volatile than securities which pay interest periodically and in cash. To
the extent there is no established secondary market, there can be thin trading
of high yield/high risk securities which would adversely affect the prices of
such securities and may present difficulty in the Fund's ability to accurately
value its portfolio holdings of high yield securities at certain times or to
dispose of such holdings. There is also the risk that legislation may be enacted
limiting the use or tax and other advantages of high yield/high risk securities
which could have an adverse impact on the high yield/high risk securities market
and prices for such securities. For example, past legislation required federally
insured savings and loans associations to divest their holdings of high
yield/high risk securities. Further information about credit and interest rate
risks is described in the Statement of Additional Information.

SPECIAL CONSIDERATIONS. The rating limitations applicable to the Fund's fixed
income investments apply at the time of acquisition of a security; any
subsequent change in the rating or quality of a security will not require the
Fund to sell the security. The ratings given to securities by rating agencies
represent their respective opinions of the qualities of the securities they
undertake to rate and are a generally accepted barometer of risk. Nonetheless,
such ratings are general and not absolute standards of quality; their
limitations include: (1) ratings are based largely on historical financial data
and may not accurately reflect the current financial outlook of the issuer; (2)
frequent occurrence of a lag between the time a rating is assigned and the time
publication of it is updated; and (3) large differences may be present among the
current financial conditions of issuers within each rating category. For these
reasons, the Investment Adviser does not rely solely on the ratings assigned by
recognized rating agencies in its evaluation and monitoring of the Fund's
investments to assure that the Fund's overall portfolio is constituted in a
manner consistent with the Fund's investment objective and policies.
Additionally, credit quality limitations applicable to securities do not apply
to deposits at the bank or banks in which cash is maintained by the Fund (see
"Custodian.") Many issuers of fixed income securities choose not to have their
obligations rated. Although unrated securities eligible for purchase by the Fund
must be determined to be comparable in quality to securities having specified
ratings, the market for unrated securities may not be as broad as for rated
securities since many investors rely on rating agencies for credit appraisal.
See "Credit and Interest Rate Risks" in the Statement of Additional Information
for discussion of the Investment Adviser's evaluation of rated and non-rated
securities.

OTHER RISK CONSIDERATIONS. In many instances, foreign debt securities may
provide higher yields than securities of domestic issuers which have similar
maturities and quality. Under certain market conditions, these foreign
investment may be less liquid than the securities of U.S. companies and
certainly less liquid than securities issued or guaranteed by the U.S.
government (see "Investment Practices, Techniques and Restrictions -- Foreign
Securities and Currency Transactions" for other

10
<PAGE> 103

foreign investment considerations. The use of options contracts in an effort to
enhance current yield (see "Investment Practices, Techniques and
Restrictions -- Transactions in Options, Futures and Forward Contracts" below)
may result in the loss of principal under certain market conditions. The Fund
will seek to reduce risks associated with changes in interest rates. However,
these hedging techniques will result in transaction costs to the Fund and there
can be no assurance that the interest rate risks will be eliminated. In
addition, the market volatility of stripped securities, collateralized mortgage
obligations and multi-class pass-through securities may be greater than the
market volatility of other securities which are not of the derivative type in
which the Fund may invest. To the extent these derivative securities are
considered illiquid, their investment will be limited by the 10% investment
restriction in respect of illiquid securities. (See "Appendix B".)

INVESTMENT PRACTICES,
TECHNIQUES AND
RESTRICTIONS
- --------------------------------------------------------------------------------

LENDING OF PORTFOLIO SECURITIES. The Fund may lend its portfolio securities
amounting to not more than 33% of the value of its portfolio securities to
approved borrowers (principally broker/dealers) provided these loans are
callable at any time and are continuously secured by collateral (cash or
government securities) equal to no less than the market value, determined daily,
on the securities loaned. The Fund may reinvest any cash collateral in short
term highly liquid debt securities. During the period of the loan, the Fund
earns income on both the loaned securities and the collateral. Although these
transactions must be fully collateralized at all times, they involve some credit
risk to the Fund if the borrower should default on its obligation and the Fund
is delayed or prevented from recovering the collateral.

11
<PAGE> 104

to purchase other investments. Reverse repurchase agreements are considered to
be borrowings by the Fund and as an investment practice may be considered
speculative. The Fund may borrow money for temporary administrative or emergency
purposes. To avoid the potential leveraging effects of the Fund's borrowings,
additional investments will not be made while borrowings are in excess of 5% of
the Fund's total assets. The Fund will limit its investments in reverse
repurchase agreements and other borrowings to no more than 33 1/3% of its total
assets.

WHEN ISSUED AND DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS. In order to
help ensure the availability of suitable securities for its portfolio, the Fund
may purchase securities on a "when-issued" or "delayed delivery" basis or may
purchase or sell securities on a forward commitment basis with delivery and
payment ("settlement") for the securities taking place in the future. The Fund
does not pay for the securities or start earning interest on them until
settlement. Prior to the settlement date, the value of the securities will
fluctuate and assets consisting of cash and/or liquid, high grade debt
securities will be maintained in a segregated account in an amount sufficient to
meet the purchase price.

FOREIGN SECURITIES AND CURRENCY TRANSACTIONS. The Fund's investments in foreign
securities can involve risks not present in domestic securities such as:
currency exchange rate fluctuations; exchange control policies; expropriation or
confiscatory taxation; difficulty in obtaining and enforcing judgments against a
foreign issuer; political, economic or social instability; and less securities
regulation. Foreign securities can be less liquid or more volatile than U.S.
securities, and foreign accounting and disclosure standards may differ from U.S.
standards. The values of foreign investments can rise or fall because of changes
in currency exchange rates. The Fund may buy or sell foreign currencies and
foreign currency forward contacts for hedging purposes in connection with its
foreign investments. A forward currency contract is an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract agreed upon by the parties, at a price set at the
time of the contract. The Fund might purchase a particular currency or enter
into a forward currency contract to preserve the U.S. dollar price of securities
it intends to or has contracted to purchase. Alternatively, it might sell a
particular currency on either a spot or forward basis to hedge against an
anticipated decline in the dollar value of securities it intends to or has
contracted to sell. Although this strategy could minimize the risk of loss due
to a decline in the hedged currency, it could also limit any potential gain from
an increase in the value of the currency. The Fund is authorized to, but
presently does not intend to, enter into transactions involving options on
foreign currencies for hedging purposes only. (See "Investment in Non-U.S.
Issuers" in the Statement of Additional Information).

TRANSACTIONS IN OPTIONS AND FUTURES

OPTIONS ON SECURITIES. The Fund may write (sell) covered call and cash secured
put options and purchase call and put options on debt securities. The Fund will
write options on its portfolio securities for the purpose of increasing its
return on the securities or to protect the value of its portfolio. If the price
of the underlying security moves adversely to the Fund's position, the option
may be exercised and the Fund will be required to purchase or sell the
underlying security at a disadvantageous price, which may only be partially
offset by the amount of the premium if at all. The Fund may also write
straddles, which are combinations of put and call options on the same security.
These transactions can generate additional premium income but also present an
increased risk. The Fund may also purchase put or call options in anticipation
of changes in interest rates, which may adversely affect the value of its
portfolio securities or the prices of securities the Fund wants to purchase at a
later date. The

12
<PAGE> 105

premium paid for a put or call option plus any transaction costs will reduce the
benefit, if any, realized by the Fund upon exercise or liquidation of the
option. Unless the price of the underlying security changes sufficiently, the
option may expire without value to the Fund.

FUTURES CONTRACTS. The Fund may enter into interest rate futures contracts for
hedging purposes ("Futures Contracts"). Interest rate futures contracts are
purchased or sold to attempt to hedge against the effects of interest or
exchange rate changes on the Fund's current or intended investments in fixed
income securities. The adverse effects of an anticipated decrease in the value
of portfolio securities may be offset, in whole or in part, by gains on the sale
of Futures Contracts. This applies when the decrease occurs as a result of a
general increase in interest rates. Conversely, the increased cost of portfolio
securities to be acquired may be offset, in whole or in part, by gains on
Futures Contracts purchased by the Fund. This applies when the increase is
caused by a general decline in interest rates. The Fund will incur transaction
costs when it purchases and sells Futures Contracts. It will also be required to
maintain margin deposits (see "Risks of Transactions in Options and Futures").

The Fund also may enter into transactions in options on securities for other
than hedging purposes. This involves greater risk. In addition, there can be no
assurance that a liquid secondary market will exist for a contract purchased or
sold. Therefore, the Fund may be required to maintain a position until exercise
or expiration, which could result in losses. Over-the-counter transactions in
options on securities also involve risks arising from the lack of an organized
exchange trading environment. The Fund will limit its investment in
over-the-counter options, together with other illiquid securities to 10% of the
Fund's total assets. Transactions in Futures Contracts, Options on Futures
Contracts and options are subject to other risks as well.

The Fund will not engage in transactions in futures contracts and options on
futures for speculation, but only for hedging or other permissible risk
management purposes. All of the Fund's futures contracts and options thereon
will be traded on a U.S. commodity exchange or board of trade. The Fund will not
engage in a futures or option transaction if, immediately thereafter, the sum of
initial margin deposits on existing positions and premiums paid for options on
futures would exceed 5% of the Fund's total assets. The potential loss from
writing options on futures transactions is potentially unlimited and may exceed
the amount of the premium received.

13
<PAGE> 106

The Fund's risks in entering into transactions in options, futures and forward
contracts are set forth in greater detail in the Statement of Additional
Information.

THE FUND AND ITS
MANAGEMENT
- --------------------------------------------------------------------------------

INVESTMENT ADVISER. John Hancock Advisers, Inc. is the Investment Adviser of the
Fund and is compensated for its advisory services at varying annual rates of the
Fund's average daily net assets: .625% on assets up to $75 million, .5625% on
assets of $75 million up to $150 million and .50% on assets of $150 million and
over. The Investment Adviser manages the Fund's assets, provides administrative
services and supervises the Fund's daily business affairs. Investment decisions
are made by a committee with no one person being solely responsible for making
recommendations to the committee. The Investment Adviser was organized in 1968
and is an indirect wholly owned subsidiary of John Hancock Mutual Life Insurance
Company, a financial services company. The Investment Adviser provides the Fund
and other investment companies in the John Hancock group of funds, with
investment research and portfolio management services. John Hancock Funds
distributes shares for all of the John Hancock mutual funds through selected
broker/dealers ("Selling Brokers"). Certain Fund officers are also officers of
the Investment Adviser and John Hancock Funds.

For the fiscal year ended October 31, 1994, the Fund paid an advisory fee of
.58% of the Fund's average daily net assets to the Fund's former investment
adviser.

In addition, during the fiscal year ended October 31, 1994, the Fund reimbursed
Transamerica Fund Management Company (the Fund's investment adviser until
December, 1994) ("TFMC"), pursuant to a separate Administrative Services
Agreement, for actual expenses incurred in providing certain administrative
services such as accounting and bookkeeping services, communications in response
to shareholders inquiries and certain printing ser-

14
<PAGE> 107

vices for reports of the Fund. For the fiscal year ended October 31, 1994,
administrative services fees paid to TFMC by the Fund amounted to 0.06% of its
average daily net assets. The Administrative Services Agreement was terminated
effective January 16, 1994.

DISTRIBUTION PLANS. The Class A and Class B shareholders have adopted
distribution plans (the "Plans") pursuant to Rule 12b-1 under the Investment
Company Act of 1940. Under these Plans, the Fund will pay distribution and
service fees at an aggregate annual rate of 0.25% of the Class A Share's average
daily net assets and an aggregate annual rate of 1.00% of the Class B Shares
average daily net assets. In each case, up to 0.25% is for service expenses and
the remaining amount is for distribution expenses. The distribution fees will be
used to reimburse John Hancock Funds for its distribution expenses including but
not limited to: (i) initial and ongoing sales compensation to Selling Brokers
and others (including affiliates of John Hancock Funds) engaged in the sale of
Fund shares, (ii) marketing, promotional and overhead expenses incurred in
connection with the distribution of shares of the Fund, (iii) unreimbursed
distribution expenses under the Fund's prior distribution plans, (iv)
distribution expenses incurred by other investment companies which sell all or
substantially all of its assets to merge or otherwise engage in a
re-organization transaction with the Fund and (v) with respect to Class B Shares
only, interest expenses on unreimbursed distribution expenses. The service fees
will be used to compensate Selling Brokers for providing personal and account
maintenance services to shareholders. In the event John Hancock Funds is not
fully reimbursed for payments made or expenses it incurs under the Class A Plan,
these expenses will not be carried beyond twelve months from the date they were
incurred. These unreimbursed expenses under the Class B Plan will be carried
forward together with interest on the balance of these unreimbursed expenses.
Applicable distribution fees, in an amount not exceeding the annual limitation,
are accrued each day as an expense of the Class B Shares and reduce the net
assets of the fund attributable to the Class B Shares. However, in accordance
with generally accepted accounting principles, the Fund does not treat the
amount of Distribution Fees exceeding the annual limitation as a liability of
the Fund and does not reduce the current net assets of the Fund attributable to
the Class B Shares by such amount, although it may become payable in the future,
because the standards for accrual of a liability under these accounting
principles have not been satisfied due to contingencies as to payment of such
amount. Under the former Class B Plan, unreimbursed distribution expenses as of
October 31, 1994 amounted to $6,398,026 (3.98% of the Fund's Class B net assets
at that date).

In order to limit the higher ongoing costs associated with an investment in
Class B Shares, the Fund implements arrangements under which Class B Shares are
automatically exchanged, on a tax-free basis, for Class A Shares at the end of
the eight year period following the initial purchase of Class B Shares. (See
"Shareholder Services -- Class B Shares Automatic Exchange".)

For the fiscal year ended October 31, 1994, payments made by the Fund under the
former Class A Plan amounted to 0.25% of the average daily net assets
attributable to Class A Shares. For the fiscal year ended October 31, 1994,
total payments made by the Fund under the former Class B Plan amounted to 1.00%
of its Class B average daily net assets. In addition, for the fiscal year ended
October 31, 1994, the former Distributor received contingent deferred sales
charges from redemptions of shares of the Fund in an amount equal (on an annual
basis) to 0.24% of the Fund's Class B average daily net assets.

EXPENSES OF THE FUND. The Fund's expenses, which are accrued daily, are deducted
from total income before dividends are paid. These expenses include, but are not
limited to: fees paid to the

15
<PAGE> 108

Investment Adviser; directors' fees; taxes; distribution, brokerage and legal
fees; custodian and auditing fees; administrative services fees; transfer agency
fees and other expenses. For the fiscal year ended October 31, 1994, total
expenses expressed as a percentage of the Fund's Class A and Class B average
daily net assets amounted to 1.16% and 1.91%, respectively.

INFORMATION ABOUT
SHARES OF THE FUND
- --------------------------------------------------------------------------------

NET ASSET VALUE

PURCHASE OF SHARES

GENERAL. Shares of the Fund will be offered at a price equal to their net asset
value (next determined following receipt of an order by The Shareholder Services
Group (the Fund's Transfer Agent) or the investor's dealer) plus a sales charge
which, at the option of the purchaser, may be imposed either at the time of
purchase (the "initial sales charge alternative") as described below or on a
contingent deferred basis (the "deferred sales charge alternative"), as
described under "Redemption and Repurchase of Shares". Shares of the Fund are
offered continuously for sale by John Hancock Funds and are available for
purchase through eligible financial service firms such as securities
broker/dealer firms and banks which have entered into sales agreements with John
Hancock Funds.

Dealers are responsible for transmitting orders promptly (orders transmitted to
and received by the

16
<PAGE> 109

Transfer Agent prior to 4:00 p.m. New York time will receive that day's purchase
price.)

You may purchase shares by mailing a check, made payable to the Fund (noting the
existing account number), and if opening a new account a completed application
form, to the Transfer Agent either at the post office address shown on the back
page of this Prospectus; or, if delivered by express mail, the street address:
One American Express Plaza, Providence, Rhode Island 02903.

The initial purchase must be at least $1,000 with subsequent investments of no
less than $50. These minimum amounts are reduced for tax-advantaged retirement
plans and accounts of participants in certain labor unions and other membership
organizations to $250, initial and $25, subsequent. The minimum investment
amounts are waived for tax-deferred retirement programs involving the submission
of additional investments by means of group remittal statements subject to a $25
minimum amount. Programs providing regular periodic investments, including a
payroll deduction plan, systematic exchanges or investment by bank draft, also
have reduced investment minimums. (See "Shareholder Services -- Automatic
Investment Plan, Systematic Exchange Program and Payroll Deduction Plans".)
Certificates for shares will not be issued unless you so request in writing.

(1) name of the Fund,

(3) shareholder account number.

Federal funds may be wired to*:

Boston Safe Deposit and Trust Company
("BSDT")
ABA Routing Number: 011001234
Account Number: 159565

* Except during such times or holidays when BSDT is not open for business.

ALTERNATIVE PURCHASE PLAN

17
<PAGE> 110

you will incur a sales charge if you redeem your shares within one year of
purchase. Class A Shares are subject to ongoing distribution and service fees at
a combined annual rate of up to .25% of the Fund's average daily net assets
attributable to the Class A Shares. Certain purchases of Class A Shares qualify
for reduced initial sales charges. See "Reduced Initial Sales Charge."

FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE. The alternative purchase
arrangement allows you to choose the most beneficial way to buy shares given the
amount of your purchase, the length of time that you expect to hold your shares
and other circumstances. You should consider whether, during the anticipated
life of your Fund investment, the accumulated fees on Class B Shares would be
less than the initial sales charge and accumulated fees on Class A Shares
purchased at the same time and to what extent this differential would be offset
by the Class A Shares' lower expenses. To help you make this determination, the
table under the caption "Fund Expenses" gives examples of the charges applicable
to each class of shares. Class A Shares will normally be more beneficial if you
qualify for a reduced sales charge. See "Reduced Initial Sales Charge."

In the case of Class A Shares, distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and the ongoing distribution and service fees. In
the case of Class B Shares expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
Shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A Shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.

18
<PAGE> 111

COMBINED REALLOWANCE
REALLOWANCE TO SELLING
SALES CHARGE SALES CHARGE AND SERVICE FEE BROKER
AS A PERCENTAGE AS A PERCENTAGE AS A PERCENTAGE AS A PERCENTAGE
AMOUNT INVESTED AT OFFERING OF THE AMOUNT OF OFFERING OF OFFERING
(INCLUDING SALES CHARGE) PRICE INVESTED PRICE(+) PRICE(*)
- --------------------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Less than $100,000............. 4.75% 4.99% 4.25% 4.01%
$100,000 to $249,999........... 3.75% 3.90% 3.25% 3.01%
$250,000 to $499,999........... 2.75% 2.83% 2.35% 2.11%
$500,000 to $999,999........... 2.00% 2.04% 1.75% 1.51%
$1,000,000 and over............ 0.00%(**) 0.00%(**) (***) 0.00%(***)

- ---------------
(*) Upon notice to broker-dealers with whom it has sales agreements ("Selling
Brokers"), John Hancock Funds may reallow an amount up to the full
applicable sales charge. A Selling Broker to whom substantially the entire
sales charge is reallowed or who receives these incentives may be deemed
to be an underwriter under the Securities Act of 1933.

(**) No sales charge is payable at the time of purchase in Class A Shares of $1
million or more, but a contingent deferred sales charge may be imposed in
the event of certain redemption transactions within one year of purchase.
See "Purchases of $1 Million or More."

(***) John Hancock Funds may pay a commission and first year's service fee (as
described in (+) below) to Selling Brokers who initiate and are
responsible for purchases of $1 million or more in aggregate. See
"Purchases of $1 Million or More" below.

(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first
year's service fee in advance, in an amount equal to 0.25% of the next
assets invested in the Fund and thereafter pays the service fee
periodically in arrears in an amount up to 0.25% of the Fund's average
annual net assets. Selling Brokers receive the fee as compensation for
providing personal and account maintenance services to shareholders.
</TABLE>
Until March 31, 1995, John Hancock Funds is continuing a sales incentive program
in which non-cash concessions in the form of an all-expense-paid trip to a North
American resort location will be awarded to participating broker/dealers and
financial institutions achieving certain specified sales levels in shares of
certain funds formerly managed by TFMC upon which (1) an initial sales charge
has been paid or (2) a charge may be applicable upon redemption and who had
sales agreements with the Fund's former distributor. Participation in the
incentive program is entirely optional on the part of the broker/dealers and
financial institutions. Copies of the incentive program which contain more
complete information about the terms and conditions of the program, including
qualifying levels and specific awards and eligible funds, may be obtained by
investment representatives by contacting John Hancock Funds. John Hancock Funds
will make these incentive payments out of its own resources. Other than
distribution fees, the Funds do not bear distribution expenses.

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

Purchases of $1 Million or More. On purchases by a single purchaser aggregating
$1 million or more, John Hancock Funds will pay securities dealers an

19
<PAGE> 112

amount on a cumulative basis equal to 1% of the first $3 million, plus .5 of 1%
of the next $2 million, plus .25 of 1% on amounts over $5 million. With respect
to shares purchased at the $1 million plus breakpoint, a contingent deferred
sales charge ("CDSC") will be imposed on the proceeds of the redemption of
certain shares so purchased if they are redeemed within 12 months of the end of
the calendar month of their purchase, in an amount equal to 1% of the lesser of
(a) the net asset value of the shares at the time of purchase or (b) the net
asset value of the shares at the time of redemption ("CDSC Shares"). The CDSC
would be deducted from the redemption proceeds otherwise payable to the
shareholder and would be retained by John Hancock Funds. In addition, no CDSC
will be imposed when a shareholder redeems (a) CDSC shares acquired through
reinvestment of income dividends or capital gains distributions; and (b) shares
acquired by exchange from any mutual fund sold with an initial sales charge and
distributed by John Hancock Funds. The CDSC does not apply to purchases at net
asset value described under "Waiver of Initial Sales Charge" and will be waived
in the case of redemptions of shares in connection with (i) distributions to
participants or beneficiaries of certain qualified retirement plans, and returns
of excess contributions made to these plans, and (ii) involuntary redemption of
shares if the aggregate net asset value of shares held in the account is less
than the required minimum. In determining whether a CDSC is payable on any
redemption, the Fund will first redeem shares not subject to any charge.
Although any CDSC shares being exchanged are not subject to any charge, they
will be subject to the applicable CDSC when the acquired shares are eventually
redeemed. For purposes of calculating the CDSC on these redemptions, the
original purchase date of the initial fund investment will be used in lieu of
the date the redeemed shares were acquired by exchange.

Reduced Initial Sales Charges. If you choose the initial sales charge
alternative, you are entitled to pay reduced sales charges shown in the above
table through several available purchase plans: Concurrent Purchases, Rights of
Accumulation, Statement of Intention and Group Purchases. You and your immediate
family may combine Concurrent Purchases of Class A Shares of the Fund and Class
A Shares (and shares subject to front-end sales charges) of certain other mutual
funds which are managed by the Investment Adviser ("other John Hancock funds" as
defined under "Shareholder Services -- Exchange Privilege"), for purposes of
qualifying for, and determining, a reduced sales charge provided that the
purchases are made through a single dealer and any purchase amounts satisfy the
minimum investment amount of the respective Fund. Further information about
these purchase plans is set forth under "Purchase of Shares" in the Statement of
Additional Information (see also Statement of Intention and Rights of
Accumulation in the Account Application and its Terms and Conditions in the back
of the Prospectus).

Waiver of Initial Sales Charges. Class A Shares of the Funds may be purchased
without paying an initial sales charge by the following:

20
<PAGE> 113

- - A former participant in an employee benefit plan with John Hancock Mutual
Funds, when he/she withdraws from his/her plan distributions directly to the
Funds.

REDEMPTION AND REPURCHASE OF SHARES

21
<PAGE> 114

other "eligible guarantor institution" as defined in the SEA Rule. If shares are
held in the name of a corporation, trust, estate, custodianship, guardianship,
partnership, pension and profit sharing plan (or other types of retirement
plans), additional documentation may be necessary.

22
<PAGE> 115

In such circumstances, you might be required to bear transaction costs to
dispose of the securities distributed in kind.

REINSTATEMENT PRIVILEGE. If you have redeemed shares of the Fund, or have had
shares repurchased by the Fund, you may, within 60 days after the date the
shares were redeemed or repurchased, reinvest (reinstate) all or a portion of
the proceeds of the redemption or repurchase in shares of the Fund or in shares
of "other John Hancock funds" (as defined under "Shareholder
Services -- Exchange Privilege") at the next determined net asset value of the
shares being acquired, so long as the Transfer Agent is in receipt of a written
request for reinstatement and appropriate payment. Shares being acquired
pursuant to the reinstatement privilege must be of the identical class as those
which were redeemed within the prior 60 days. The CDSC will not be applicable to
Class B Shares acquired in a reinstatement, although it will be assessed in
connection with the initial redemption or repurchase. This privilege may be
exercised only once as to any particular shares of the fund or other John
Hancock Fund. Exercise of the reinstatement privilege does not alter the federal
income tax treatment of any capital gains realized on the redemption of shares
of the Fund. If a loss is realized on the redemption and reinvestment is made in
shares of the Fund within 30 days, it would not be recognized as a loss for
income tax purposes. You are advised to consult your tax adviser as to all
possible tax consequences related to the exercise of the reinstatement
privilege. The reinstatement privilege may be terminated or modified at any
time.

<TABLE>
<CAPTION>
YEAR IN WHICH
CLASS B SHARES CONTINGENT DEFERRED SALES
REDEEMED CHARGE AS A PERCENTAGE OF
FOLLOWING PURCHASE DOLLAR AMOUNT SUBJECT TO CDSC
---------------- -----------------------------
<S> <C>
First................................ 5.0%
Second............................... 4.0%
Third................................ 3.0%
Fourth............................... 3.0%
Fifth................................ 2.0%
Sixth................................ 1.0%
Seventh and thereafter............... None
</TABLE>

23
<PAGE> 116

of sale for the provision of personal and account maintenance services to
shareholders during the twelve months following the sale, and thereafter the
service fee is paid in arrears.

Waiver of CDSC. The contingent deferred sales charge will be waived (a) in the
event of the death or total disability (as evidenced by a determination by the
Federal Social Security Administration) of the shareholder (including a
registered joint owner) and (b) for certain distributions from deferred
compensation retirement plans. No contingent deferred sales charge will be
imposed where shares are redeemed in connection with a merger or reorganization
of the Fund into another investment company which imposes a contingent deferred
sales charge and the investor receives shares of the investment company in the
transaction. In these cases any applicable contingent deferred sales charge will
be imposed when an investor redeems shares acquired in such a transaction. In
addition, CDSC is waived on redemptions made (1) by shareholders (including
retirement plan account holders) having accounts as Systematic Withdrawal Plans
(SWP) with payments of an annual amount less than or equal to 12% of the value
of the account determined at the time of SWP authorization (subject to
subsequent calendar year end adjustments) and available on a monthly, quarterly,
semi-annual or yearly basis; and (2) as distributions from employer sponsored
retirement plans in connection with the participant's separation of service at
age 55 or over from his or her employer. The foregoing waiver of CDSC are
subject to change upon 60 days written notice to shareholders. To be eligible
for the waiver, the account holder or the dealer must notify John Hancock Funds
of eligibility at the time of redemption request. (See the Statement of
Additional Information, "Redemption and Repurchase of Shares" for a more
complete description of the Fund's shareholders on whose shares a contingent
deferred sales charge will not be imposed.)

SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------

The Fund offers you the following services and privileges: (1) Reinvestment of
Dividends and Distributions at net asset value; (2) Retirement Plans; (3)
Automatic Investment Plan; (4) Systematic Withdrawal Plan; (5) Exchange
Privilege; (6) Class B Shares Automatic Exchange; (7) Payroll Deduction Plans;
(8) Systematic Exchange Program and (9) Cross-Reinvestment Service.

24
<PAGE> 117

Shares exchanged will be calculated from the date of the initial purchase. Class
B Shares may not be exchanged into money market funds other than John Hancock
Money Market Fund B. See Account Application or the "Exchange Privilege" in the
Statement of Additional Information.

CLASS B AUTOMATIC EXCHANGE is a tax-free exchange of Class B Shares for Class A
Shares of the same fund that occurs at the end of the calendar quarter eight
years after the original purchase date of the Class B Shares, the "Automatic
Exchange Date." At the Automatic Exchange Date, the Class B Shares will be
exchanged for an equal dollar value of Class A Shares (which may or may not be
the same number of shares). The Class A Shares have lower expenses than Class B
Shares but are otherwise substantially identical. Class A Shares, therefore,
will have a slightly higher total return than Class B Shares and may have a
slightly higher dividend as a result. If you have made more than one purchase,
you may hold both Class B Shares and Class A Shares at the same time. The Class
B Automatic Exchange is available to all Class B shareholders and requires no
action whatsoever on your part. If you want to decline taking advantage of this
privilege, however, the Fund must be notified in writing three months prior to
the Automatic Exchange Date.

SYSTEMATIC EXCHANGE PROGRAM allows you to exchange a specified dollar amount
from an existing account in any John Hancock Fund (including the Fund) into any
other John Hancock Fund (including the Fund), subject to the requirements and
limitations of the Exchange Privilege as noted above. At the time this option is
selected, you must have a minimum balance of $5,000 in the account from which
the exchange is to be made and must

25
<PAGE> 118

designate a monthly exchange amount of no less than $25 for a specific Fund. The
minimum initial investment amount (established by the Fund being exchanged into)
will be waived for shareholders utilizing this Program.

Note that automated dollar cost averaging methods do not assure a profit nor
protect against loss in declining markets. You should consult your broker or
financial adviser to determine whether this Program is suitable for your
investment needs. In particular, consideration should be given to the type of
John Hancock Fund from which your exchanges will be made (i.e., its investment
objective, policies and risks, including the potential for fluctuation in its
net asset value). The Fund currently imposes no service fee for participation in
the Program but reserves the right to do so. You may change the exchange amounts
or the selection of Funds or terminate your participation in the Program at any
time by directing the Transfer Agent in writing. For further information
regarding this Program, see the Statement of Additional Information (which may
be obtained by contacting Account Services at 1-800-343-6840).

CROSS-REINVESTMENT SERVICE. Shares of a particular class of the Fund may be
purchased and/or redeemed without imposition of any applicable sales charge
through the automatic reinvestment of dividend and capital gain distributions
from the same class of any other John Hancock fund. These proceeds from other
John Hancock funds will be invested at the next determined net asset value
following receipt of such proceeds (i.e., reinvestment date which is normally
the payable date of such other John Hancock fund) by the Fund's Transfer Agent.
In addition, you may select in the Account Application to have your Fund
distributions automatically invested without imposition of a sales charge in
shares of the same class of another John Hancock fund.

RETIREMENT PLANS. The Fund offers a variety of tax sheltered retirement plans.
Shares of the Fund are available for purchase by qualified plans which have been
approved by the Internal Revenue Service and include Individual Retirement
Accounts (including SEP/IRAs), Profit Sharing and Money Purchase Plans, 403(b)
Plans and 401(k) Plans. Plan support services are available. For details, please
contact the Transamerica Funds Retirement Plans Department by calling
1-800-472-3863.

Further information regarding the above services and privileges is set forth in
the Statement of Additional Information.

TELEPHONE PRIVILEGES
- --------------------------------------------------------------------------------

Neither the Fund, Transfer Agent or the Investment Adviser will be responsible
for the authenticity of telephone instructions. You should be aware that
transactions authorized by telephone instructions reasonably believed to be
authentic by the Fund can subject you to the risk of loss if the telephone
instructions are subsequently found to be unauthentic.

26
<PAGE> 119

to unauthorized or fraudulent instructions. These procedures include:

1. Recording all calls for telephone transactions (each transaction is thereby
indexed by the time of the call placed);

2. Requesting the caller's name and phone number as verification of the origin
of the telephone call;

3. Requesting the name of the Fund and your account number, the name(s) in which
the account is registered and the tax identification number listed on the
account; and

4. Mailing written confirmation (statements) of each transaction on the
following business day to the registration address and the broker/dealer of
record.

DIVIDENDS, DISTRIBUTIONS
AND TAX STATUS
- --------------------------------------------------------------------------------

27
<PAGE> 120

tax advisers concerning tax consequences of an investment in the Fund.

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

The cumulative total return shows the dollar or percentage change in value over
a specified period of time (i.e., 1, 5 or 10 years or since the Fund's
inception), assuming reinvestment of all dividends and distributions on the
reinvestment dates and payment of maximum sales charges applicable to purchases
and redemptions. Average annual total return shows the Fund's cumulative return
divided over the number of years included in the given period ("standardized
performance"). Total returns may, in conjunction with standardized performance,
be calculated for other specified periods and/or excluding the effect of sales
charges (which if included, would reduce the performance quoted). Both the yield
and total return are based on historical earnings and are not indicative of
future performance. The Fund will include performance data for both Class A and
Class B Shares in any advertisement or information including performance data of
the Fund. The Statement of Additional Information contains more detailed
information about the calculation of performance. The Fund also may advertise
its performance relative to certain performance rankings, ratings and indexes
compiled by independent organizations (such as Lipper Analytical Services, Value
Line and Morningstar, Inc.). In addition, the Fund may use comparative
performance information from certain industry research materials or published in
various periodicals. The Statement of Additional Information sets forth under
"Performance Information" a list of periodicals, indexes, etc. which the Fund
may use in its advertisements.

ORGANIZATION. The Fund operates as one of six series of the Corporation. The
Corporation was organized as a Maryland Corporation on June 22, 1987. In
December, 1994, in connection with the acquisition of the Corporation's previous
investment adviser, Transamerica Fund Management Company, the Corporation's name
was changed from Transamerica Series, Inc. to John Hancock Series Inc. and the
Fund's name was changed from Transamerica High Yield Bond Fund to John Hancock
High Yield Bond Fund. All shares of common stock of the Corporation, $0.01 par
value per share, have equal voting rights and have no preemptive or conversion
rights. Both Class A and Class B shares represent an interest in the same assets
of the Fund and are identical in all respects except that each class bears
different distribution expenses and has exclusive voting rights with respect to
its distribution plan. Shares of the Fund issued are fully paid, nonassessable,
fully transferable and redeemable at the option of the holder. The Fund is not
required to hold annual shareholder meetings except when required by federal or
state law. Under certain circumstances, shareholders of the Fund have the right,
and available procedures, to call a meeting of shareholders for any proper
purpose. At the written request of the holders of at least 10% of the
outstanding shares of the Corpora-

28
<PAGE> 121

tion, the Corporation will call a meeting for the purpose of voting on the
removal of one or more Directors. The Fund will assist shareholders with any
communications regarding such meetings including shareholder proposals.

CUSTODIAN. Investors Bank & Trust Company, 34 Federal Street, Boston,
Massachusetts 02110, is the Custodian for the Fund.

TRANSFER AGENT. Transfer and dividend disbursing agent functions are performed
by The Shareholder Services Group ("TSSG"), One American Express Plaza,
Providence, Rhode Island 02903.

INDEPENDENT AUDITORS. Ernst & Young LLP, 200 Clarendon Street, Boston
Massachusetts 02116, has been selected as the independent auditors of the Fund.

29
<PAGE> 122

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

APPENDIX A

DESCRIPTION OF BOND RATINGS

The ratings of Moody's Investors Service, Inc. and Standard & Poor's Ratings
Group represent their opinions as to the quality of various debt instruments
they undertake to rate. It should be emphasized that ratings are not absolute
standards of quality. Consequently, debt instruments with the same maturity,
coupon and rating may have different yields while debt instruments of the same
maturity and coupon with different ratings may have the same yield. For ratings
of other fixed income securities, including short-term securities, see Appendix
D in the Statement of Additional Information.

MOODY'S INVESTORS SERVICE, INC.

Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuations of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

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

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

30
<PAGE> 123

STANDARD & POOR'S RATINGS GROUP

AAA: Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.

BB, B, CCC, CC: Debt rated BB, B, CCC and CC is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

C: The rating C is reserved for income bonds on which no interest is being
paid.

D: Bonds rated D are in default, and payment of principal and/or interest is in
arrears.

APPENDIX B

DESCRIPTION OF DERIVATIVE SECURITIES AND
ASSET-BACKED SECURITIES

CMOS, REMICS AND MULTI-CLASS PASS THROUGH SECURITIES

31
<PAGE> 124

rates and others may be stripped (securities which provide only the principal or
interest feature of the underlying security). As part of the process of creating
more predictable cash flows on most of the tranches in a series of CMOs, one or
more tranches generally must be created that absorb most of the volatility in
the cash flows on the underlying mortgage assets. The yields on these more
volatile tranches are generally higher than prevailing market yields on
government asset backed securities with similar average lives. Because of the
uncertainty of the cash flows on these tranches, and the sensitivity thereof to
changes in prepayment rates on the underlying mortgage assets, the market prices
of and yield on these tranches tend to be highly volatile. CMOs, REMICs and
multiclass pass through securities issued by private entities are not considered
U.S. Government securities for purposes of the investment policies of the Fund
and may be purchased only if they are rated at the time of purchase in the two
highest grades by either Moody's or S & P. Privately issued securities which
have underlying assets consisting of conventional mortgage loans or whole loans
are not guaranteed by an entity having the credit status of a U.S. Government
agency. Such securities are generally structured with one or more types of
credit enhancement such as guarantees, insurance policies or letters of credit
obtained by the issuer or sponsor from third parties so that in the event of a
default on an underlying mortgage no loss would be borne until all credit
enhancement protecting such security is exhausted.

ZERO COUPON BONDS AND OTHER STRIPPED SECURITIES

The Fund may also invest in the interest only or principal only components of
debt securities in which the Fund is permitted to invest. Zero coupon Treasury
securities are (i) U.S. Treasury bills, and both notes and bonds which have been
stripped of their unmatured interest coupons and receipts or (ii) certificates
representing interest in such stripped obligations. A zero coupon security pays
no interest in cash to its holder during its life although interest is accrued
for federal income tax purposes. Its value to an investor consists of the
difference between its face value at the time of maturity and the price for
which it was acquired, which is generally an amount significantly less than its
face value (sometimes referred to as a "deep discount" price). Investing in
"zero coupon" Treasury securities may help to preserve capital during periods of
declining interest rates. For example, if interest rates decline, GNMA
Certificates owned by the Fund which were purchased at greater than par are more
likely to be prepaid, which would cause a loss of principal. In anticipation of
this, the Fund might purchase zero coupon Treasury securities, the value of
which would be expected to increase when interest rates decline. Zero coupon
Treasury securities do not entitle the holder to any periodic payments of
interest prior to maturity. Accordingly, such securities usually trade at a deep
discount from their face or par value and will be subject to greater
fluctuations of market value in response to changing interest rates than debt
obligations of comparable maturities which make periodic distributions of
interest. On the other hand, because there are not periodic interest payments to
be reinvested prior to maturity, zero coupon securities eliminate the
reinvestment risk and lock in a rate of return to maturity. Current federal tax
law requires that a holder (such as the Fund) of a zero coupon security accrue a
portion of the discount at which the security was purchased as income each year
even though the Fund received no interest payment in cash on the security during
the year.

32
<PAGE> 125

Mortgage Securities will have one class receiving some of the interest and most
of the principal from the mortgage assets, while the other class will receive
most of the interest and the remainder of the principal. In the most extreme
case, one class will receive all of the interest (the interest-only or "IO"
class), while the other class will receive all of the principal (the
principal-only or "PO" class). The yield to maturity on an IO class is extremely
sensitive to the rate of principal payments (including prepayments) on the
related underlying mortgage assets, and a rapid rate of principal payments may
have a material adverse effect on the securities' yield to maturity. If the
underlying mortgage assets experience greater than anticipated prepayments of
principal, the fund may fail to fully recoup its initial investment in an IO,
even if the IO is rated AAA or Aaa. Furthermore, if the underlying mortgage
assets experience slower than anticipated prepayments of principal, the yield of
a PO will be affected more severely than would be the case with a traditional
mortgage-backed security. IOs and POs have exhibited large price changes in
response to changes in interest rates and are considered to be volatile in
nature. In addition, if any stripped mortgage security issued by the U.S.
Government or its agencies and instrumentalities is determined to be illiquid
under guidelines established by the Board of Directors, the Fund will limit its
investment in such instruments together with all non-government issued stripped
mortgage securities and other illiquid instruments to not more than 10% of its
total assets.

ASSET-BACKED SECURITIES

The Fund may invest in securities that represent individual interests in pools
of consumer loans and trade receivables similar in structure to mortgage-backed
securities. The assets are securitized either in a pass-through structure
(similar to a mortgage pass-through structure) or in a pay-through structure
(similar to the CMO structure). Although the collateral supporting asset-backed
securities generally is of a shorter maturity than mortgage loans and
historically has been less likely to experience substantial prepayments, no
assurance can be given as to the actual maturity of an asset-backed security
because prepayments of principal may be made at any time. Payments of principal
and interest typically supported by some form of credit enhancement, such as a
letter of credit, surety bond, limited guarantee by another entity or having a
priority to certain of the borrower's other securities. The degree of credit
enhancement varies, and generally applies to only a fraction of the asset-backed
security's par value until exhausted. If the credit enhancement of an
asset-backed security held by the Fund has been exhausted, and if any required
payments of principal and interest are not made with respect to the underlying
loans, the Fund may experience losses or delays in receiving payment.

33
<PAGE> 126

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary................................ 2
Fund Expenses........................ 3
Financial Highlights................... 4
Investment Objectives and Policies..... 6
Investment Practices, Techniques, and
Restrictions......................... 11
The Fund and Its Management............ 14
Information About Shares of the Fund... 16
Net Asset Value...................... 16
Purchase of Shares................... 16
Redemption and Repurchase of
Shares............................ 21
Shareholder Services................... 24
Telephone Privileges................... 26
Dividends, Distributions and Tax
Status............................... 27
Additional Information................. 28
Appendix A............................. 30
Appendix B............................. 31

</TABLE>

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

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

SHAREHOLDER INQUIRY
- ------------------------
1-800-343-6840

P.O. Box 9656
Providence, Rhode Island 02940-9656

No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in
this Prospectus or in official sales literature distributed by the Funds'
Distributor in connection with the offer of the Fund's shares, and if
given or made, such other information or representations must not be
relied upon as having been authorized by the Fund or the Distributor.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
T450P 3/95

JOHN HANCOCK HIGH YIELD BOND FUND
A Portfolio of John Hancock Series, Inc.

PROSPECTUS
March 1, 1995
<PAGE> 127

JOHN HANCOCK
EMERGING GROWTH FUND
A Portfolio of John Hancock Series, Inc.
101 Huntington Avenue Boston, Massachusetts 02199-7603
- --------------------------------------------------------------------------------

John Hancock Emerging Growth Fund (the "Fund"), a portfolio of John Hancock
Series, Inc. (the "Corporation"), seeks to achieve long-term growth of capital
through investing primarily in the common stocks of rapidly growing small and
medium sized companies at a relatively early point in their corporate life
cycles ("emerging growth stocks".) The Corporation is a registered investment
company that is comprised of multiple separate series (investment portfolios)
offering investors a wide range of mutual fund investment choices. This
Prospectus relates only to shares of the Fund.

THE FUND IS INTENDED FOR LONG-TERM INVESTORS WILLING TO ASSUME THE
RISKS OF INVESTMENTS IN EMERGING GROWTH STOCKS.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR FINANCIAL INSTITUTION, NOR ARE SHARES OF THE
FUND FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.
---------------------
PROSPECTUS DATED MARCH 1, 1995
<PAGE> 128

SUMMARY
- --------------------------------------------------------------------------------

THE FUND AND THE CORPORATION. John Hancock Emerging Growth Fund (the "Fund") is
a portfolio of John Hancock Series, Inc. (the "Corporation") which is organized
as a Maryland corporation and is an open-end diversified management investment
company that issues its shares in series each of which is designated as a
"fund."

INVESTMENT OBJECTIVE. The Fund seeks to achieve long-term growth of capital
through investing primarily in the common stocks of rapidly growing small- and
medium-sized companies at a relatively early point in their corporate life
cycles. See "Investment Objectives and Policies."

DISTRIBUTION ARRANGEMENTS. The Fund offers two classes of shares, "Class A
Shares" and "Class B Shares", through the Fund's distributor, John Hancock
Funds, Inc. ("John Hancock Funds"). Class A Shares are subject to an initial
sales charge of up to 5.75% at the time of purchase and bear the expense of an
ongoing Rule 12b-1 distribution service fee at an annual rate of up to .25% of
the average daily net assets of the Fund allocable to the Class A Shares. Class
B Shares do not incur a sales charge when they are purchased but (i) are
generally subject to a sales charge if they are redeemed within six years of
purchase (a "contingent deferred sales charge" or "CDSC") and (ii) are subject
to aggregate distribution and service fees of up to 1% of the Fund's average
daily net assets allocable to the Class B Shares annually. The contingent
deferred sales charges for Class B Shares decline from 5% during the first year
of investment to zero after the sixth year (5%, 4%, 3%, 3%, 2%, 1%), (see
"Alternative Purchase Plan" on page 15). Shares of either class may be purchased
through selected financial services firms having dealer agreements with John
Hancock Funds. The minimum initial and subsequent investment amounts for either
class of shares are $1,000 and $50 ($250 and $25 for a tax sheltered retirement
plan), respectively (see "Purchase of Shares.")

SPECIAL RISK CONSIDERATIONS. Because of the type of issuer and the price
volatility of the equity securities in which the Fund invests for long-term
growth of capital, investors should consider carefully the risks involved in
such investments (see "Investment Objective and Policies.") In addition, the
Fund's investment practices and other policies such as options and futures
transactions, lending portfolio securities and investing in foreign securities,
entail specific risks (see "Investment Practices, Techniques and Restrictions.")
The Fund is not intended as a complete investment program.

The above is qualified in its entirety by the detailed information appearing
elsewhere in this Prospectus and in the Statement of Additional Information.

2
<PAGE> 129
FUND EXPENSES

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------

The following table illustrates the various expenses and fees a shareholder of the Fund would bear directly or
indirectly. The expenses and fees set forth in the table are for the fiscal year ended October 31, 1994, except
as otherwise noted.
CLASS A SHARES CLASS B SHARES
(INITIAL SALES (DEFERRED
CHARGE SALES CHARGE
ALTERNATIVE) ALTERNATIVE)
------------- -------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES(1)
Maximum Sales Charge Imposed on Purchases............................ 5.75% None
Sales Charge Imposed on Reinvested Dividends......................... None None
Deferred Sales Charge (as a percentage of original purchase price)... None 5.00%
Redemption Fee....................................................... None None
Exchange Fee......................................................... None None

ANNUAL FUND OPERATING EXPENSES CLASS A CLASS B
(as a percentage of average net assets) ------- -------
Management Fees(2)................................................... 0.75% 0.75%
12b-1 Fees(3)........................................................ 0.25% 1.00%
Other Expenses....................................................... 0.44% 0.44%
----- -----
Total Fund Operating Expenses........................................ 1.44% 2.19%
===== =====
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE A(4): You would pay the following expenses on a $1,000 investment, assuming a 5% annual return and redemption at
the end of each time period.
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------ ------ ------
<S> <C> <C> <C> <C>
Class A.............................................................. $ 71 $100 $132 $220
Class B.............................................................. $ 72 $ 99 $137 $233*

EXAMPLE B(4): You would pay the following expenses on the same investment assuming no redemption:
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------ ------ ------
Class A.............................................................. $ 71 $100 $132 $220
Class B.............................................................. $ 22 $ 69 $117 $233*
<FN>
- ---------------
(1) Class A Shares have a reduced initial sales charge for purchases in excess of $50,000. Purchases of $1 million or more
are not subject to a sales charge; however, a contingent deferred sales charge of 1% will be applied to redemptions
within 12 months of such purchase (as described under "Initial Sales Charge Alternative -- Class A Shares".) The deferred
sales charge on Class B Shares declines from 5% during the first year to 0% after the sixth year in the following manner:
5%, 4%, 3%, 3%, 2% and 1%. See "Information About Shares of the Fund -- Redemption and Repurchase of Shares".
(2) See "The Fund and Its Management."
(3) See "The Fund and Its Management -- Distribution Plans."
(4) Expenses in Examples above have been restated to reflect current fees and should not be considered a representation of
past or future expenses. Use of assumed (5%) return is mandated by the Securities and Exchange Commission. Actual expenses
may be greater or less than those shown above. THE FUND'S PAYMENT OF A DISTRIBUTION FEE MAY RESULT IN A LONG-TERM SHAREHOLDER
PAYING MORE THAN THE ECONOMIC EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGE PERMITTED UNDER THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS' RULES OF FAIR PRACTICE.

* Assumes tax-free automatic exchange of Class B Shares for Class A Shares after the eight year period following the initial
purchase of Class B Shares. If the exchange is declined, such Class B expenses would be $252.

</TABLE>

3
<PAGE> 130

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Financial highlights for John Hancock Emerging Growth Fund (formerly
Transamerica Emerging Growth Fund) for each of the three years in the period
ended October 31, 1994 and the period from August 22, 1991 through October 31,
1991 in the case of Class A Shares, have been audited by Ernst & Young LLP,
independent auditors whose unqualified report thereon as well as other financial
statements of the Fund are included in the Statement of Additional Information.
The Fund's annual report contains a discussion of the Fund's performance and is
made available upon request without charge.

<TABLE>
<CAPTION>
CLASS A SHARES
---------------------------------------------------------
YEAR ENDED FROM
OCTOBER 31, AUGUST 22, 1991
---------------------------------- TO OCTOBER 31,
1994 1993 1992 1991(2)
-------- -------- -------- ---------------
<S> <C> <C> <C> <C>
Per share income and capital changes for a
share outstanding during each period:(1)
Net asset value, beginning of period............... $ 25.89 $ 20.60 $ 19.26 $ 18.12
INCOME FROM INVESTMENT OPERATIONS
Net investment loss................................ (0.18) (0.16) (0.20) (0.03)
Net realized and unrealized gain on investments.... 1.11 5.45 1.60 1.17
------- ------- ------- -------
Total from Investment Operations.............. 0.93 5.29 1.40 1.14

LESS DISTRIBUTIONS
Distributions from realized gains.................. -- -- (0.06) --
------- ------- ------- -------

Total Distributions........................... -- -- (0.06) --
------- ------- ------- -------

Net asset value, end of period..................... $ 26.82 $ 25.89 $ 20.60 $ 19.26
======= ======= ======= =======
TOTAL RETURN(3).................................... 3.59% 25.68% 7.32% 6.29%
======= ======= ======= =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets............ 1.44% 1.40% 1.67% 0.33%
Ratio of net investment loss to average net
assets........................................... (0.71)% (0.70)% (1.03)% (0.15)%
Portfolio turnover................................. 25% 29% 48% 66%
Net Assets, end of period (in thousands)........... $131,053 $81,263 $46,137 $38,859

<FN>
- ---------------
(1) Per share information has been calculated using the average number of shares outstanding.
(2) Financial highlights, including total return, have not been annualized. Portfolio turnover is for the year
ended October 31, 1991.
(3) Total return does not include the effect of the initial sales charge for Class A Shares.

</TABLE>

4
<PAGE> 131

FINANCIAL HIGHLIGHTS (continued)
- --------------------------------------------------------------------------------

Financial highlights for John Hancock Emerging Growth Fund (formerly
Transamerica Emerging Growth Fund) for each of the seven years in the period
ended October 31, 1994 and the period from October 26, 1987 through October 31,
1987 in the case of Class B Shares have been audited by Ernst & Young LLP,
independent auditors whose unqualified report thereon as well as other financial
statements of the Fund are included in the Statement of Additional Information.
The Fund's annual report contains a discussion of the Fund's performance and is
made available upon request without charge.

<TABLE>
<CAPTION>
CLASS B SHARES
--------------------------------------------------------------------------------------
PERIOD
YEAR ENDED OCTOBER 31, ENDED
------------------------------------------------------------------------- OCT. 31,
1994 1993 1992 1991 1990 1989 1988 1987(2)
------ ------ ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Per share income and capital changes for a
share outstanding during each period(1):
Net asset value, beginning of period..... $ 25.33 $ 20.34 $ 19.22 $ 11.06 $ 12.76 $10.54 $ 7.89 $ 7.89

INCOME FROM INVESTMENT OPERATIONS
Net investment income (loss)............. (0.36) (0.36) (0.38) (0.30) (0.22) (0.08) 0.09 (0.0021)
Net realized and unrealized gain (loss)
on investments......................... 1.07 5.35 1.56 8.46 (1.26) 2.83 2.56 0.0021
-------- -------- ------- ------- ------- ------ ------ ------
Total from Investment Operations..... 0.71 4.99 1.18 8.16 (1.48) 2.75 2.65 0.0000

LESS DISTRIBUTIONS
Dividends from net investment income... -- -- -- -- -- (0.04) -- --
Distributions from realized gains...... -- -- (0.06) -- (0.22) (0.49) -- --
-------- -------- ------- ------- ------- ------ ------ ------
Total Distributions.................. -- -- (0.06) -- (0.22) (0.53) -- --
-------- -------- ------- ------- ------- ------ ------ ------

Net asset value, end of period........... $ 26.04 $ 25.33 $ 20.34 $ 19.22 $ 11.06 $12.76 $10.54 $ 7.89
======== ======== ======= ======= ======= ====== ====== =======
TOTAL RETURN(3).......................... 2.80% 24.53% 6.19% 73.78% (11.82)% 27.40% 33.59% 0.00%
======== ======== ======= ======= ======= ====== ====== =======
RATIOS AND SUPPLEMENTAL DATA
Ratio of expenses to average net assets.. 2.19% 2.28% 2.64% 2.85% 3.11% 3.51% 5.64% 0.44%
Ratio of expense reimbursement to
average net assets..................... -- -- -- -- -- (0.03)% (2.59)% (0.41)%
-------- -------- ------- ------- ------- ------ ------ ------
Ratio of net expenses to average net
assets................................. 2.19% 2.28% 2.64% 2.85% 3.11% 3.48% 3.05% 0.03%
======== ======== ======= ======= ======= ====== ====== =======
Ratio of net investment income (loss)
to average net assets.................. (1.46)% (1.58)% (1.99)% (1.83)% (1.64)% (0.67)% 0.81% (0.03)%
Portfolio turnover....................... 25% 29% 48% 66% 82% 90% 252% 0%
Net Assets, end of period
(in thousands)......................... $283,435 $219,484 $86,923 $52,743 $11,668 $7,877 $3,232 $ 79
<FN>
- ---------------
(1) Per share information has been calculated using the average number of shares outstanding.
(2) Financial highlights, including total return, are for the period from October 26, 1987 (date of the Fund's initial offering of
shares to the public) to October 31, 1987 and have not been annualized.
(3) Total return does not include the effect of the contingent deferred sales
charge for Class B Shares.

</TABLE>

5
<PAGE> 132

INVESTMENT OBJECTIVE AND POLICIES
- ------------------------------------------------------

The Fund seeks long-term growth of capital through investing primarily (at least
80% of its assets in normal circumstances) in the common stocks of rapidly
growing small-sized companies (those with a market capitalization of $500
million or less) to medium-sized companies (those with a market capitalization
of up to $1 billion.) Current income is not a factor of consequence in the
selection of stocks for the Fund.

In order to achieve its objective, the Fund invests in a diversified group of
companies whose growth rates are expected to significantly exceed that of the
average industrial company. It invests in these companies early in their
corporate life cycle before they become widely recognized and well known, and
while their reputations and track records are still emerging ("emerging growth
companies".) Consequently, the Fund invests in the stocks of emerging growth
companies whose capitalizations, sales and earnings are smaller than those of
the Fortune 500 companies. Further, the Fund's investments in emerging growth
stocks may include those of more established companies which offer the
possibility of rapidly accelerating earnings because of revitalized management,
new products, or structural changes in the economy. The nature of investing in
emerging growth companies involves greater risk than is customarily associated
with investments in more established companies (see "Risk Factors").

While the Fund will invest primarily in emerging growth companies, the balance
of the Fund assets may be invested in the following:

(1) other common stocks;

(2) preferred stocks;

(3) convertible securities (other than those rated investment grade and unrated
securities, up to 10% of the Fund's total assets may be invested in
convertible securities rated as low as "B" by Standard & Poor's Ratings
Group ("S&P") or Moody's Investors Services ("Moody's") or, if unrated,
determined by the Investment Adviser to be comparable in quality to those
rated "B" -- see "Risk Factors");

(4) warrants;

(5) hedging instruments (stock index options and stock index futures and options
thereon); and

(6) debt obligations of the United States government, its agencies and
instrumentalities.

The Fund also may write covered call and put options and purchase call and put
options on securities. These transactions, including stock index futures
transactions, involve certain risks and are described under "Investment
Practices, Techniques and Restrictions". In order to provide liquidity for the
purchase of new investments and to effect redemptions of its shares, the Fund
will invest a portion of its assets in high quality, short-term debt securities
with remaining maturities of one year or less ("money market instruments"),
including U.S. government securities, certificates of deposit, bankers
acceptances, commercial paper, corporate debt securities and related repurchase
agreements.

Most of the Fund's investments will be in equity securities of U.S. companies.
However, since many of the emerging growth companies are located outside of the
U.S., a significant portion of the Fund's investments may occasionally be in
equity securities of non-U.S. companies. (See "Investment Practices, Techniques
and Restrictions" for a discussion of foreign securities and their risks.)

6
<PAGE> 133

There is no assurance the Fund will achieve its objective. The Fund's investment
objective and policies are non-fundamental which means they may be changed by
the Board of Directors without requiring the vote of shareholders; such
investment objective may not, however, be changed without prior (30 days')
written notice first having been given to shareholders. Such a change in the
investment objective may result in the Fund's investment objective being
different from that which the shareholders considered appropriate, in light of
their then current financial position and needs, at the time of their investment
in the Fund.

(1) obligations of banks (including certificates of deposit, bankers'
acceptances and repurchase agreements) with assets of $100,000,000 or more;

(2) commercial paper rated within the two highest rating categories of a
nationally recognized rating organization;

(3) investment grade short-term notes;

(4) obligations issued or guaranteed by the U.S. government or any of its
agencies or instrumentalities; and

(5) related repurchase agreements.

The Fund may dispose of investments regardless of the holding period if
perceived changes in a company's growth prospects or asset value make selling
them advisable. Such an investment decision could result in a high portfolio
turnover rate during a given period. A higher portfolio turnover rate involves
greater expenses to the Fund and may also result in the realization of
short-term capital gains taxable at ordinary income rates. Portfolio turnover
rates of the Fund for recent years are shown in the section "Financial
Highlights." The Fund will engage in portfolio trading if it believes a
transaction, net of costs (including custodian charges), will help in attaining
its investment objective.

RISK FACTORS. Because the value of the portfolio securities of the Fund and,
therefore the net asset value per share, will fluctuate with changes in general
economic and market conditions, the net asset value per share at the time an
investor's shares are redeemed may be more or less than the value at the time of
purchase. In particular, the value of securities of emerging growth companies
tend to fluctuate more widely than other types of investments. Because emerging
growth companies may be in the early stages of their development, they may be
dependent on a relatively few products or services. They may also lack adequate
capital reserves or may be dependent on one or two management individuals. Their
stocks are often traded "over-the-counter" or on a regional exchange, and may
not be traded in volumes typical of trading on a national exchange.
Consequently, the investment risk is higher than that normally associated with
larger, older, better-known companies. In order to help reduce this risk, the
Fund allocates its investments among different industries. In addition, the Fund
may invest a significant portion of its assets in foreign securities, which
involve certain risks not assumed by other investment companies investing
exclusively in domestic securities. (See "Foreign Securities" below.)

Convertible securities rated less than investment grade, which are included in
the category of securities commonly called "junk bonds", generally involve
greater volatility of price and risk of loss of principal and income than
securities in the higher rating categories and these securities are considered
speculative by Moody's and S&P. The secondary market for "lower rated"
convertible securities may be less liquid than for higher rated securities. The
limited liquidity of the market may adversely affect the ability of the Board of
Directors to arrive at a fair value for certain securities at certain times and
could make it difficult for the Fund to sell the securities.

7
<PAGE> 134

INVESTMENT PRACTICES, TECHNIQUES AND RESTRICTIONS
- ------------------------------------------------------

REPURCHASE AGREEMENTS AND RESTRICTED SECURITIES. When participating in
repurchase agreements, the Fund buys securities from a seller (usually a bank or
brokerage firm) with the agreement that the seller will repurchase the
securities at a predetermined price or yield at a later date. Transactions
involving repurchase agreements must be fully collateralized at all times,
however the Fund may be subject to various delays and risks of loss if the
seller is unable to meet its obligation to repurchase. The Fund may also invest
in securities which are restricted as to resale. The registration of such
"restricted securities" under the Securities Act of 1933 (the "Securities Act")
may be required prior to sale with attendant time delays, and the Fund may have
to bear all or a part of the expense of such registration. No more than 10% of
the Fund's total net assets may be invested in restricted securities (including
other securities not readily marketable) and in repurchase agreements that
mature in more than seven days (collectively, "illiquid securities.") The Fund
may purchase, without regard to this limitation, restricted securities which can
be offered and sold to "qualified institutional buyers" under Rule 144A of the
Securities Act so long as such securities meet liquidity guidelines established
by the Fund's Board of Directors. Since it is not possible to predict with
assurance exactly how this market for restricted securities sold and offered
under Rule 144A will develop, the Board of Directors will monitor the Fund's
investments in these securities, focusing on such factors, among others, as
valuation, liquidity and availability of information.

LENDING OF PORTFOLIO SECURITIES. The Fund may lend its portfolio securities
amounting to not more than 33% of the value of its portfolio securities to
approved borrowers (principally broker/dealers) provided these loans are
callable at any time and are continuously secured by collateral (cash or
government securities) equal to no less than the market value, determined daily,
on the securities loaned. The Fund may reinvest any cash collateral in short
term highly liquid debt securities. During the period of the loan, the Fund
earns income on both the loaned securities and the collateral. Although these
transactions must be fully collateralized at all times, they involve some credit
risk to the Fund if the borrower should default on its obligation and the Fund
is delayed or prevented from recovering the collateral.

FOREIGN SECURITIES AND CURRENCY TRANSACTIONS. The Fund's investments in foreign
securities can involve

8
<PAGE> 135

risks not present in domestic securities such as: currency exchange rate
fluctuations; exchange control policies; expropriation or confiscatory taxation;
difficulty in obtaining and enforcing judgments against a foreign issuer;
political, economic or social instability; and less securities regulation.
Foreign securities can be less liquid or more volatile than U.S. securities, and
foreign accounting and disclosure standards may differ from U.S. standards. The
values of foreign investments can rise or fall because of changes in currency
exchange rates. The Fund may buy or sell foreign currencies and foreign currency
forward contacts for hedging purposes in connection with its foreign
investments. A forward currency contract is an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. The Fund might purchase a particular currency or enter into a
forward currency contract to preserve the U.S. dollar price of securities it
intends to or has contracted to purchase. Alternatively, it might sell a
particular currency on either a spot or forward basis to hedge against an
anticipated decline in the dollar value of securities it intends to or has
contracted to sell. Although this strategy could minimize the risk of loss due
to a decline in the hedged currency, it could also limit any potential gain from
an increase in the value of the currency. The Fund is authorized to, but
presently does not intend to, enter into transactions involving options on
foreign currencies for hedging purposes only. (See "Investment in Securities of
Non-U.S. Issuers" in the Statement of Additional Information.

TRANSACTIONS IN OPTIONS AND FUTURES

OPTIONS ON SECURITIES. The Fund may write (sell) covered call and cash secured
put options and purchase call and put options on equity securities. The Fund
will write options on its portfolio securities for the purpose of increasing its
return on the securities or to protect the value of its portfolio. If the price
of the underlying security moves adversely to the Fund's position, the option
may be exercised and the Fund will be required to purchase or sell the
underlying security at a disadvantageous price, which may only be partially
offset by the amount of the premium if at all. The Fund may also write
straddles, which are combinations of put and call options on the same security.
These transactions can generate additional premium income but also present an
increased risk. The Fund may also purchase put or call options in anticipation
of market changes which may adversely affect the prices of securities the Fund
wants to purchase at a later date. The premium paid for a put or call option
plus any transaction costs will reduce the benefit, if any, realized by the Fund
upon exercise or liquidation of the option. Unless the price of the underlying
security changes sufficiently, the option may expire without value to the Fund.

9
<PAGE> 136

index moves adversely to the Fund's option position, the option may be exercised
and the Fund will experience a loss that may only be partially offset, if at
all, by the amount of the premium received.

The Fund also may enter into transactions in options on securities and options
on stock indexes for other than hedging purposes. This involves greater risk. In
addition, there can be no assurance that a liquid secondary market will exist
for a contract purchased or sold. Therefore, the Fund may be required to
maintain a position until exercise or expiration, which could result in losses.
Over-the-counter transactions in options on securities also involve risks
arising from the lack of an organized exchange trading environment. The Fund
will limit its investment in over-the-counter options together with other
illiquid securities to 10% of the Fund's total assets. Transactions in Futures
Contracts, Options on Futures Contracts and options are subject to other risks
as well.

10
<PAGE> 137

options on futures would exceed 5% of the Fund's total assets. The potential
loss from writing options on futures contracts is unlimited and may exceed the
amount of the premium received.

The Fund's risks in entering into transactions in options, futures and forward
contracts are set forth in greater detail in the Statement of Additional
Information.

Among the restrictions are provided that the Fund may not:

(1) borrow money in an amount in excess of 33 1/3% of its total assets; and

(2) invest more than 25% of its total assets in any one industry.

THE FUND AND ITS MANAGEMENT
- --------------------------------------------------------------------------------

GENERAL. The Fund is a series of John Hancock Series, Inc. (the "Corporation"),
an open-end diversified management investment company organized as a Maryland
corporation (see "Additional Information -- Organization"). The Corporation's
Board of Directors supervises the management and affairs of the Fund. The
officers of the Corporation are responsible for the Fund's daily business
operations under the overall direction of the Directors. Information about each
of the Directors and officers is set forth in the Statement of Additional
Information. Investment decisions are made by the portfolio manager, Edgar M.
Larsen, Senior Vice President of John Hancock Advisers, Inc. Mr. Larsen has
served as Portfolio Manager since the Fund's inception in 1987.

INVESTMENT ADVISER. John Hancock Advisers, Inc. is the Investment Adviser of the
Fund and is compensated for its advisory services at an annual rate of .75% of
the Fund's average daily net assets. The Investment Adviser manages the Fund's
assets, provides administrative services and supervises the Fund's daily
business affairs. The advisory fee paid by the Fund is higher than that of most
other investment companies. However, the Board of Directors has determined that
such fee is reasonable in light of the highly specialized investment decisions
and investment techniques employed by the Fund. The Investment Adviser was
organized in 1968 and is an indirect wholly owned subsidiary of John Hancock
Mutual Life Insurance Company, a financial services company. The Investment
Adviser provides the Fund and other investment companies in the John Hancock
group of funds, with investment research and portfolio management services. The
Distributor distributes shares for all of the John Hancock mutual funds through
selected broker/dealers ("Selling Brokers"). Certain Fund

11
<PAGE> 138

officers are also officers of the Investment Adviser and John Hancock Funds.

For the fiscal year ended October 31, 1994, the Fund paid an advisory fee of
0.75% of the Fund's average net assets to the Fund's former investment advisor.

In addition, during the fiscal year ended October 31, 1994 the Fund reimbursed
Transamerica Fund Management Company (the Fund's Investment Adviser until
December 1994) ("TFMC"), pursuant to a separate Administrative Services
Agreement, for actual expenses incurred in providing certain administrative
services such as accounting and bookkeeping services, communications in response
to shareholders inquiries and certain printing services for reports of the Fund.
For the fiscal year ended October 31, 1994 administrative services fees paid to
TFMC by the Fund amounted to 0.06% of its average daily net assets. The
Administrative Services Agreement was terminated effective January 16, 1995.

DISTRIBUTION PLANS. The Class A and Class B shareholders have adopted
distribution plans (the "Plans") pursuant to Rule 12b-1 under the Investment
Company Act of 1940. Under these Plans, the Fund will pay distribution and
service fees at an aggregate annual rate of 0.25% of the Class A Share's average
daily net assets and an aggregate annual rate of 1.00% of the Class B Shares
average daily net assets. In each case, up to 0.25% is for service expenses and
the remaining amount is for distribution expenses. The distribution fees will be
used to reimburse John Hancock Funds for its distribution expenses including but
not limited to: (i) initial and ongoing sales compensation to Selling Brokers
and others (including affiliates of John Hancock Funds) engaged in the sale of
Fund shares, (ii) marketing, promotional and overhead expenses incurred in
connection with the distribution of shares of the Fund, (iii) unreimbursed
distribution expenses under the Fund's prior distribution plans, (iv)
distribution expenses incurred by other investment companies which sell all or
substantially all of its assets to merge or otherwise engage in a
re-organization transaction with the Fund and (v) with respect to Class B Shares
only, interest expenses on unreimbursed distribution expenses. The service fees
will be used to compensate Selling Brokers for providing personal and account
maintenance services to shareholders. In the event John Hancock Funds is not
fully reimbursed for payments made or expenses it incurs under the Class A Plan,
these expenses will not be carried beyond twelve months from the date they were
incurred. These unreimbursed expenses under the Class B Plan will be carried
forward together with interest on the balance of these unreimbursed expenses.
Applicable distribution fees, in an amount not exceeding the annual limitation,
are accrued each day as an expense of the Class B Shares and reduce the net
assets of the fund attributable to the Class B Shares. However, in accordance
with generally accepted accounting principles, the Fund does not treat the
amount of Distribution Fees exceeding the annual limitation as a liability of
the Fund and does not reduce the current net assets of the Fund attributable to
the Class B Shares by such amount, although it may become payable in the future,
because the standards for accrual of a liability under these accounting
principles have not been satisfied due to contingencies as to payment of such
amount. Under the former Class B Plan, unreimbursed distribution expenses as of
October 31, 1994 amounted to $10,122,481, (3.57% of the Fund's Class B net
assets at that date).

In order to limit the higher ongoing costs associated with an investment in
Class B Shares, the Fund implements arrangements under which Class B Shares are
automatically exchanged, on a tax-free basis, for Class A Shares at the end of
the eight year period following the initial purchase of Class B Shares. (See
"Shareholder Services -- Class B Shares Automatic Exchange".)

For the fiscal year ended October 31, 1994, payments made by the Fund under the
former Class A

12
<PAGE> 139

Plan amounted to 0.25% of the average daily net assets attributable to Class A
Shares. For the fiscal year ended October 31, 1994, total payments made by the
Fund under the former Class B Plan amounted to 1.00% of its Class B average
daily net assets. In addition, for the fiscal year ended October 31, 1994, the
former Distributor received contingent deferred sales charges from redemptions
of shares of the Fund in an amount equal (on an annual basis) to 0.15% of the
Fund's Class B average daily net assets.

INFORMATION ABOUT SHARES OF THE FUND
- -------------------------------------------------------------------------------

NET ASSET VALUE

13
<PAGE> 140

PURCHASE OF SHARES

GENERAL. Shares of the Fund will be offered at a price equal to their net asset
value (next determined following receipt of an order by The Shareholder Services
Group (the Fund's Transfer Agent) or the investor's dealer) plus a sales charge
which, at the option of the purchaser, may be imposed either at the time of
purchase (the "initial sales charge alternative") as described below or on a
contingent deferred basis (the "deferred sales charge alternative"), as
described under "Redemption and Repurchase of Shares". Shares of the Fund are
offered continuously for sale by John Hancock Funds and are available for
purchase through eligible financial service firms such as securities
broker/dealer firms and banks which have entered into selected dealer agreements
with John Hancock Funds. Dealers are responsible for transmitting orders
promptly (orders received and transmitted to the Transfer Agent prior to 4:00
p.m. New York time will receive that day's purchase price.)

You may purchase shares by mailing a check, made payable to the Fund (noting
your account number), and if opening a new account a completed application form,
to the Transfer Agent either at the post office address shown on the back page
of this Prospectus; or, if delivered by express mail, the street address: One
American Express Plaza, Providence Rhode Island 02903.

The initial purchase must be at least $1,000 with subsequent investments of no
less than $50. These minimum amounts are reduced for tax-advantaged retirement
plans and accounts of participants in certain labor unions and other membership
organizations to $250, initial and $25, subsequent. The minimum investment
amounts are waived for tax-deferred retirement programs involving the submission
of additional investments by means of group remittal statements subject to a $25
minimum amount. Programs providing for regular periodic investments, including a
payroll deduction plan, systematic exchanges or investment by bank draft, have
reduced minimum investment amounts. (See "Shareholder Services -- Automatic
Investment Plan, Systematic Exchange Program and Payroll Deduction Plans".)
Certificates for shares will not be issued unless requested by the shareholder
in writing and then only for full shares.

(1) name of the Fund,

(3) shareholder account number.

14
<PAGE> 141

Federal funds may be wired to:*

Boston Safe Deposit and Trust Company
("BSDT")
ABA Routing Number: 011001234
Account Number: 159565

* Except during such times or holidays when BSDT is not open for business.

ALTERNATIVE PURCHASE PLAN

Alternatively, you might determine that it would be more advantageous to
purchase Class B Shares in

15
<PAGE> 142

order to have all of your funds invested initially, although remaining subject
to higher distribution fees and, for a six-year period, a CDSC.

In the case of Class A Shares, distribution expenses that John Hancock Funds
incurs in connection with the sale of the shares will be paid from the proceeds
of the initial sales charge and the ongoing distribution and service fees. In
the case of Class B Shares expenses will be paid from the proceeds of the
ongoing distribution and service fees, as well as the CDSC incurred upon
redemption within six years of purchase. The purpose and function of the Class B
Shares' CDSC and ongoing distribution and service fees are the same as those of
the Class A Shares' initial sales charge and ongoing distribution and service
fees. Sales personnel distributing the Fund's shares may receive different
compensation for selling each class of shares.

INITIAL SALES CHARGE ALTERNATIVE-CLASS A SHARES. The public offering price of
Class A Shares of the Fund is the current net asset value per share (next
computed after receipt of an order by the Fund's Transfer Agent), plus a sales
charge (a percentage of the offering price as set forth in the table below).

- ---------------
<FN>
(*) Upon notice to broker-dealers with whom it has sales agreements ("Selling Brokers"),
John Hancock Funds may reallow an amount up to the full applicable sales charge. A
Selling Broker to whom substantially the entire sales charge is reallowed or who
receives these incentives may be deemed to be an underwriter under the Securities Act
of 1933.
(**) No sales charge is payable at the time of purchase in Class A Shares of $1 million or
more, but a contingent deferred sales charge may be imposed in the event of certain
redemption transactions within one year of purchase. See "Purchases of $1 Million or
More."
(***) John Hancock Funds may pay a commission and first year's service fee (as described in
(+) below) to Selling Brokers who initiate and are responsible for purchases of $1
million or more in aggregate. See "Purchases of $1 Million or More" below.
(+) At the time of sale, John Hancock Funds pays to Selling Brokers the first year's
service fee in advance, in an amount equal to 0.25% of the next assets invested in the
Fund and thereafter pays the service fee periodically in arrears in an amount up to
0.25% of the Fund's average annual net assets. Selling Brokers receive the fee as
compensation for providing personal and account maintenance services to shareholders.
</TABLE>

16
<PAGE> 143

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

Purchases of $1 Million or More. On purchases by a single purchaser aggregating
$1 million or more, the Distributor will pay securities dealers an amount on a
cumulative basis equal to 1% of the first $3 million, plus .5 of 1% of the next
$2 million, plus .25 of 1% on amounts over $5 million. With respect to shares
purchased at the $1 million plus breakpoint, a contingent deferred sales charge
("CDSC") will be imposed on the proceeds of the redemption of certain shares so
purchased if they are redeemed within 12 months of the end of the calendar month
of their purchase, in an amount equal to 1% of the lesser of (a) the net asset
value of the shares at the time of purchase or (b) the net asset value of the
shares at the time of redemption ("CDSC Shares"). The CDSC would be deducted
from the redemption proceeds otherwise payable to the shareholder and would be
retained by John Hancock Funds. In addition, no CDSC will be imposed when a
shareholder redeems (a) CDSC shares acquired through reinvestment of income
dividends or capital gains distributions; and (b) shares acquired by exchange
from any mutual fund sold with an initial sales charge and distributed by John
Hancock Funds. The CDSC does not apply to purchases at net asset value described
under "Waiver of Initial Sales Charge" and will be waived in the case of
redemptions of shares in connection with (i) certain distributions to
participants or beneficiaries of certain qualified retirement plans, and returns
of excess contributions made to these plans, and (ii) involuntary redemption of
shares if the aggregate net asset value of shares held in the account is less
than the required minimum. In determining whether a CDSC is payable on any
redemption, the Fund will first redeem shares not subject to any charge.
Although any CDSC shares being exchanged are not subject to any charge, they
will be subject to the applicable CDSC when the acquired shares are eventually
redeemed. For purposes of calculating the CDSC on these redemptions, the
original purchase date of the initial fund investment will be used in lieu of
the date the redeemed shares were acquired by exchange.

17
<PAGE> 144

through a single dealer and any purchase amounts satisfy the minimum investment
amount of the respective Fund. Further information about these purchase plans is
set forth under "Purchase of Shares" in the Statement of Additional Information
(see also Statement of Intention and Rights of Accumulation in the Account
Application and its Terms and Conditions in the back of the Prospectus).

Waiver of Initial Sales Charges. Class A Shares of the Fund may be purchased
without paying an initial sales charge by the following:

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

- - A former participant in an employee benefit plan with John Hancock Mutual
Funds, when he/she withdraws from his/her plan distributions directly to the
Funds.

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

REDEMPTION AND REPURCHASE
OF SHARES

18
<PAGE> 145

effective, for a period of 15 days after receipt of the purchase check. This
delay in payment of redemption proceeds can be avoided if shares are purchased
by means of a certified check or federal funds wire. Under unusual
circumstances, the Fund may suspend redemptions or postpone payment for up to
seven days or more, as permitted by securities laws.

REDEMPTION BY WRITTEN REQUEST. To redeem shares, send a written request or
"letter of instruction" specifying the name of the Fund, the class of shares,
the dollar amount or number of shares to be redeemed, and shareholder's name and
account number to: The Shareholder Services Group, P.O. Box 9656, Providence,
Rhode Island 02940-9656. A request for redemption will be processed after
receipt by the Transfer Agent of all required documents in proper order
including any issued stock certificates and the letter of instruction signed by
each account owner exactly as the account is registered. If a redemption of
$50,000 or more is to be made (or if the shareholder's address or bank account
to which proceeds are to be mailed has changed in the prior 30 days) signatures
must be guaranteed subject to the provisions under Rule 17Ad-15 of the
Securities Exchange Act of 1934 ("SEA Rule") without restriction, condition or
qualification by an authorized signatory of a commercial bank, trust company,
savings and loan association, savings bank or a member firm of the National
Association of Securities Dealers or a domestic stock exchange, or any other
"eligible guarantor institution" as defined in the SEA Rule. If shares are held
in the name of a corporation, trust, estate, custodianship, guardianship,
partnership or pension and profit sharing plan, additional documentation may be
necessary.

TELEPHONE REDEMPTION. Shares of the Fund for which no share certificates have
been issued may be redeemed in amounts of $50,000 or less by telephone request,
provided that selection has been made in the Account Application or a telephone
authorization form is on file with the Transfer Agent. Proceeds from telephone
redemptions will be mailed to your address of record. The Fund and/or the
Transfer Agent reserve the right to refuse telephone redemption requests at any
time. See "Telephone Privileges" for further information concerning authenticity
of instructions received by telephone. Telephone authorization forms are
available from the Fund upon request. Information concerning redemption can be
obtained by contacting the Fund at 1-800-343-6840.

FEDWIRE REDEMPTION. You may redeem shares for which no certificates have been
issued and have redemption proceeds of at least $50,000 wired by federal funds
transfer. Requests for FedWire Redemption may be made by wire communication,
telephone or letter, provided that you have selected this option in the Account
Application. Proceeds of shares redeemed at the net asset value next determined
after receipt of request are transmitted the following business day by wire to
your bank account designated in the Account Application form (bank must be a
member of the Federal Reserve System). Delivery of the proceeds of a wire
redemption request of $250,000 or more may be delayed by the Fund for up to
seven days if the Investment Adviser deems it appropriate under the then current
market conditions. The Fund cannot be responsible for the efficiency of the
federal wire system or your dealer or bank. Redemption of shares purchased by
check are subject to certain limitations and restrictions described above. The
Fund may modify this Privilege at any time or charge a service fee upon notice
to shareholders; no such fee currently is contemplated.

19
<PAGE> 146

on any business day will be priced at the net asset value per share that is
based on that day's close, provided that they are time-stamped by the dealer no
later than 4:00 p.m. New York time on such day. Dealers may charge for their
services in connection with repurchases, but neither the Fund nor John Hancock
Funds makes any charge.

REDEMPTION IN KIND. Although it is the Fund's present policy to make payment of
redemption proceeds in cash, if the Fund's Board of Directors determines that a
material adverse effect would otherwise be experienced by remaining investors,
redemption proceeds may be paid in whole or in part by a distribution in kind of
securities from the portfolio of the Fund subject to the limitation that
pursuant to an election under Rule 18f-1 under the Investment Company Act of
1940, the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net asset value of the Fund during any 90-day period for
such one account. In such circumstances, you might be required to bear
transaction costs to dispose of the securities distributed in kind.

REINSTATEMENT PRIVILEGE. If you have redeemed shares of the Fund, or have had
shares repurchased by the Fund, you may, within 60 days after the date the
shares were redeemed or repurchased, reinvest (reinstate) all or a portion of
the proceeds of such redemption or repurchase in shares of the Fund or in shares
of "other John Hancock funds" (as defined under "Shareholder
Services -- Exchange Privilege") at the next determined net asset value of the
shares being acquired, so long as the Transfer Agent is in receipt of a written
request for reinstatement and appropriate payment. Shares being acquired
pursuant to the reinstatement privilege must be of the identical class as those
which were redeemed within the prior 60 days. The CDSC will not be applicable to
Class B Shares acquired in a reinstatement, although it will be assessed in
connection with the initial redemption or repurchase. This privilege may be
exercised only once as to any particular shares of the fund or other John
Hancock Fund. Exercise of the reinstatement privilege does not alter the federal
income tax treatment of any capital gains realized on the redemption of shares
of the Fund. If a loss is realized on the redemption and reinvestment is made in
shares of the Fund within 30 days, it would not be recognized as a loss for
income tax purposes. You are advised to consult your tax adviser as to all
possible tax consequences related to the exercise of the reinstatement
privilege. The reinstatement privilege may be terminated or modified at any
time.

20
<PAGE> 147

<TABLE>
<CAPTION>
YEAR IN WHICH CONTINGENT DEFERRED SALES
CLASS B SHARES CHARGE AS A PERCENTAGE
REDEEMED FOLLOWING OF DOLLAR AMOUNT
PURCHASE SUBJECT TO CDSC
---------------- ---------------
<S> <C>
First.................... 5.0%
Second................... 4.0%
Third.................... 3.0%
Fourth................... 3.0%
Fifth.................... 2.0%
Sixth.................... 1.0%
Seventh and thereafter... None
</TABLE>

If a partial redemption (or exchange) that you make results in a remaining
account balance of less than the amount of the CDSC you owed at the time of the
redemption (or exchange) on the shares remaining in the account, the Fund
reserves the right to require you to redeem (or exchange) all of the shares in
the account. The Fund does not believe that this constitutes an involuntary
redemption.

Waiver of CDSC. The contingent deferred sales charge will be waived (a) in the
event of the death or total disability (as evidenced by a determination by the
Federal Social Security Administration) of the shareholder (including a
registered joint owner) and (b) for certain distributions of Class B Shares held
in certain deferred compensation retirement plans. No contingent deferred sales
charge will be imposed where shares are redeemed in connection with a merger or
reorganization of the Fund into another investment company which imposes a
contingent deferred sales charge and the investor receives shares of the
investment company in the transaction. In these cases any applicable contingent
deferred sales charge will be imposed when an investor redeems shares acquired
in such a transaction. In addition, the CDSC is waived on redemptions made (1)
by shareholders (including retirement plan account holders) having accounts as
Systematic Withdrawal Plans (SWP) with payments of an annual amount less than or
equal to 12% of the value of the account determined at the time of SWP
authorization (subject to subsequent calendar year end adjustments) and
available on a monthly, quarterly, semi-annual or yearly basis; and (2) as
distributions from employer sponsored retirement plans in connection with the
participant's separation of service at age 55 or over from his or her employer.
The foregoing waiver of CDSC are subject to change upon 60 days written notice
to shareholders. To be eligible for the waiver, the account holder or the dealer
must notify the Distributor of eligibility at the time of redemption request.
(See the Statement of Additional Information, "Redemption and Repurchase of
Shares" for a more complete description of the Fund's shareholders on whose
shares a contingent deferred sales charge will not be imposed.)

21
<PAGE> 148

SHAREHOLDER SERVICES
- --------------------------------------------------------------------------------

The Fund offers you the following services and privileges: (1) Reinvestment of
Dividends and Distributions at net asset value; (2) Retirement Plans; (3)
Automatic Investment Plan; (4) Systematic Withdrawal Plan; (5) Exchange
Privilege; (6) Class B Shares Automatic Exchange; (7) Payroll Deduction Plans;
(8) Systematic Exchange Program and (9) Cross-Reinvestment Service.

AUTOMATIC INVESTMENT PLAN (AIP) permits you to purchase additional shares on a
monthly basis with funds transferred from your bank account subject to an
initial and subsequent minimum investment amount of $25. For further
information, see the AIP section in the accompanying Account Application.

EXCHANGE PRIVILEGE permits you to exchange your Class A or Class B Shares of the
Fund for shares of "other John Hancock funds" (i.e., funds which formerly had
investment advisory contracts with TFMC) on the basis of the relative net asset
value per share subject to the minimum investment requirements of such funds.
Class A Shares may be exchanged for other John Hancock funds' Class A Shares.
These other Class A Shares may also be exchanged for Class A Shares of the Fund,
provided that any sales charge differential (not previously paid) is paid by the
shareholder. Class B Shares may be exchanged without imposition of the Fund's
CDSC for Class B Shares or shares of other funds that are subject to a CDSC
("CDSC Funds".) Exchanges between CDSC Funds having different CDSC schedules
will retain their respective CDSC schedules. Any applicable contingent deferred
sales charge payable upon the redemption of Class B Shares exchanged will be
calculated from the date of the initial purchase. Class B Shares may not be
exchanged into money market funds other than John Hancock Money Market Fund B.
See Account Application or the "Exchange Privilege" in the Statement of
Additional Information.

Exchanges may be accomplished by telephone request (see below) or by a written
request from the account owner(s). Forms for both written and telephone
exchanges are available from the Fund upon request. Share certificates, if
issued, must be returned to the Fund prior to any exchange of such shares. There
is currently no exchange fee for an exchange; however, dealers or other firms
may charge for their services in expediting exchange transactions. In addition,
the Fund reserves the right to impose an exchange fee. Exchanges are, in effect,
a redemption and purchase of shares in the respective funds and are treated as
such for tax purposes. As such, the limitations and restrictions applicable
generally to purchases and redemptions apply, and any exchange constitutes a
sale upon which a gain or loss will be realized for federal income tax purposes.

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<PAGE> 149

Class B Shares, the "Automatic Exchange Date." At the Automatic Exchange Date,
the Class B Shares will be exchanged for an equal dollar value of Class A Shares
(which may or may not be the same number of shares). The Class A Shares have
lower expenses than Class B Shares but are otherwise substantially identical.
Class A Shares, therefore, will have a slightly higher total return than Class B
Shares and may have a slightly higher dividend as a result. If you have made
more than one purchase, you may hold both Class B Shares and Class A Shares at
the same time. The Class B Automatic Exchange is available to all Class B
shareholders and requires no action whatsoever on your part. If you want to
decline taking advantage of this privilege, however, the Fund must be notified
in writing three months prior to the Automatic Exchange Date.

Note that automated dollar cost averaging methods do not assure a profit nor
protect against loss in declining markets. You should consult your broker or
financial adviser to determine whether this Program is suitable for your
investment needs. In particular, consideration should be given to the type of
John Hancock Fund from which your exchanges will be made (i.e., its investment
objective, policies and risks, including the potential for fluctuation in its
net asset value). The Fund currently imposes no service fee for participation in
the Program but reserves the right to do so. You may change the exchange amounts
or the selection of Funds or terminate your participation in the Program at any
time by directing the Transfer Agent in writing. For further information
regarding this Program, see the Statement of Additional Information (which may
be obtained by contacting Account Services at 1-800-343-6840).

CROSS-REINVESTMENT SERVICE. Shares of a particular class of the Fund may be
purchased and/or redeemed without imposition of any applicable sales charge
through the automatic reinvestment of dividend and capital gain distributions
from the same class of any other John Hancock fund. These proceeds from other
John Hancock funds will be invested at the next determined net asset value
following receipt of the proceeds (i.e., reinvestment date which is normally the
payable date of such other John Hancock fund) by the Fund's Transfer Agent. In
addition, you may select in the Account Application to have your distributions
automatically invested without imposition of a sales charge in shares of the
same class of another John Hancock fund.

RETIREMENT PLANS. The Fund offers a variety of tax sheltered retirement plans.
Shares of the Fund are available for purchase by qualified plans which have been
approved by the Internal Revenue Service and include Individual Retirement
Accounts (including SEP/IRAs), Profit-Sharing and Money Purchase Plans, 403(b)
Plans and 401(k) Plans. Plan support services are available. For details, please
contact

23
<PAGE> 150

John Hancock Funds Retirement Plans Department by calling 1-800-472-3863.

Further information regarding the above services and privileges is set forth in
the Statement of Additional Information.

TELEPHONE PRIVILEGES
- --------------------------------------------------------------------------------

Neither the Fund, Transfer Agent or the Investment Adviser will be responsible
for the authenticity of telephone instructions. You should be aware that
transactions authorized by telephone instructions reasonably believed to be
authentic by the Fund can subject you to the risk of loss if the telephone
instructions are subsequently found to be unauthentic.

1. Recording all calls for telephone transactions (each transaction is thereby
indexed by the time of the call placed);

2. Requesting the caller's name and phone number as verification of the origin
of the telephone call;

3. Requesting the name of the Fund and your account number, the name(s) in which
the account is registered and the tax identification number listed on the
account; and

4. Mailing written confirmation (statements) of each transaction on the
following business day to the registration address and the broker/dealer of
record.

DIVIDENDS,
DISTRIBUTIONS
AND TAX STATUS
- --------------------------------------------------------------------------------

When a dividend or capital gains distribution is paid, the net asset value per
share is reduced by the amount of the payment. The per share dividends and
distribution on Class B Share will be lower than the per share dividends and
distributions on Class A Shares as a result of the higher distribution services
and incremental transfer agency fees applicable to the Class B Shares. All
dividends and any capital gains distribution are reinvested automatically in
additional shares on the reinvestment date, unless you indicate in writing to
the Transfer Agent or select in the Account Application to receive proceeds in
cash or have them reinvested in shares of the same class of another John Hancock
fund

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<PAGE> 151

(without imposition of a sales charge) at the next determined net asset value
following receipt of the proceeds (i.e., the reinvestment date.) See "Cross-
Reinvestment Services."

TAXES. Because the Fund intends to distribute its net investment income and net
realized capital gains to shareholders, and to adhere to other applicable
requirements, it is not expected that the Fund will be required to pay any
federal income taxes on amounts it pays as dividends and distributions. However,
you normally will have to pay federal income taxes and any applicable state
income taxes on the dividends and capital gains distributions you receive
(either as cash or reinvested shares) from the Fund (unless you are exempt from
taxation or entitled to tax deferral.) After the end of each calendar year, you
will receive a statement indicating the amount and federal tax status of all
distributions received during that year. This includes information on the
portion taxable as ordinary income and the portion taxable as long-term capital
gains. It should be noted that the distributions of any net realized short-term
capital gains are taxable as ordinary income.

The Fund is required to withhold 31% of taxable dividends, distributions and
redemptions paid to shareholders who have not complied with IRS taxpayer
identification requirements. To avoid this "back-up" withholding requirement,
you may furnish the Transfer Agent with your taxpayer identification number and
required certifications by completing the Account Application or IRS form W-9.
(See "Backup Withholding" in the back of the Prospectus). You should consult
your own tax adviser concerning tax consequences of an investment in the Fund.

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

The cumulative total return shows the dollar or percentage change in value over
a specified period of time (i.e., 1, 5 or 10 years or since the Fund's
inception), assuming reinvestment of all dividends and distributions on the
reinvestment dates and payment of the maximum sales charges applicable to
purchases and redemptions. Average annual total return shows the Fund's
cumulative return dividend over the number of years included in the given period
("standardized performance"). Total returns may, in conjunction with
standardized performance, be calculated for other specified periods and/or
excluding the effect of sales charges (which if included, would reduce the
performance quoted). Both the yield and total return are based on historical
earnings and are not indicative of future performance. The Fund will include
performance data for both Class A and Class B Shares in any advertisement or
information including performance data of the Fund. The Statement of Additional
Information contains more detailed information about the calculation of
performance. The Fund also may advertise its performance relative to certain
performance rankings and indexes compiled by independent organizations (such as
Lipper Analytical Services and Value Line). In addition, the Fund may use
comparative performance information from certain industry research materials or
published in various periodicals. The Fund may, from time to time, use ratings
of Morningstar, Inc. in the Fund's advertisements. Past performance and/or
ratings are no guarantee of future results. In addition, investors are advised
to consult their investment representative when considering an investment in the
Fund based upon a given rating. The Statement of Additional Information sets
forth under "Performance Information" a list of periodicals, indexes, etc. which
the Fund may use in its advertisements.

ORGANIZATION. The Fund operates as one series of the Corporation. The
Corporation was organized as

25
<PAGE> 152

a Maryland Corporation on June 22, 1987. In December, 1994, in connection with
the acquisition of the Corporation's previous investment adviser, Transamerica
Fund Management Company, the Corporation's name was changed from Transamerica
Series, Inc. to John Hancock Series Inc. and the Fund's name was changed from
Transamerica Emerging Growth Fund to John Hancock Emerging Growth Fund. All
shares of stock of the Corporation, $0.01 par value per share, have equal voting
rights and have no preemptive or conversion rights. Both Class A and Class B
shares represent an interest in the same assets of the Fund and are identical in
all respects except that each class bears different distribution expenses,
exclusive voting rights with respect to its distribution plan and has different
exchange privileges. Shares issued are fully paid, non-assessable, fully
transferable and redeemable at the option of the holder. The Fund is not
required to hold annual shareholder meetings except when required by federal or
state law. Under certain circumstances, shareholders of the Fund have the right,
and available procedures, to call a meeting of shareholders for any purpose. At
the written request of the holders of at least 10% of the outstanding shares of
the Corporation, the Corporation will call a meeting for the purpose of voting
on the removal of one or more Directors. The Fund will assist shareholders with
any communications including shareholder proposals.

CUSTODIAN. Investors Bank & Trust Company, 34 Federal Street, Boston,
Massachusetts 02110, is the Custodian for the Fund.

TRANSFER AGENT. Transfer and dividend disbursing agent functions are performed
by The Shareholder Services Group, One American Express Plaza, Providence, Rhode
Island 02903.

INDEPENDENT AUDITORS. Ernst & Young LLP, 200 Clarendon Street, Boston
Massachusetts 02116, has been selected as the independent auditors of the Fund.

26
<PAGE> 153

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Summary................................ 2
Fund Expenses........................ 3
Financial Highlights................... 4
Investment Objective and Policies...... 6
Investment Practices, Techniques and
Restrictions......................... 8
The Fund and Its Management............ 11
Information About Shares of the Fund... 13
Net Asset Value...................... 13
Purchase of Shares................... 14
Redemption and Repurchase of
Shares............................ 18
Shareholder Services................... 22
Telephone Privileges................... 24
Dividends, Distributions and Tax
Status............................... 24
Additional Information................. 25
</TABLE>

INVESTMENT MANAGER
- ------------------------
John Hancock Advisers, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-76903

DISTRIBUTOR
- --------------
John Hancock Funds, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199-76903

SHAREHOLDER INQUIRY
- ------------------------
1-800-343-6840
P.O. Box 9656
Providence, Rhode Island 02940-9656

No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in
this Prospectus or in official sales literature distributed by the Fund's
Distributor in connection with the offer of the Fund's shares, and if
given or made, such other information or representations must not be
relied upon as having been authorized by the Funds or John Hancock Funds.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

T490P 3/95

JOHN HANCOCK EMERGING GROWTH
FUND

A Portfolio of John
Hancock Series, Inc.

PROSPECTUS
March 1, 1995