FREEDOM INVESTMENT TRUST III
497, 1995-03-15
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<PAGE>

                          John Hancock Discovery Fund

      Supplement to Class A and Class B Prospectus dated December 1, 1994


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


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

March 15, 1995
<PAGE>
<PAGE>

JOHN HANCOCK
DISCOVERY FUND

CLASS A AND CLASS B SHARES
PROSPECTUS
DECEMBER 1, 1994
- ------------------------------------------------------------------------------
TABLE OF CONTENTS
                                                                            Page
                                                                            --
Expense Information ....................................................     2
The Fund's Financial Highlights ........................................     3
Investment Objective and Policies ......................................     4
Organization and Management of the Fund ................................     7
Alternative Purchase Arrangements ......................................     7
The Fund's Expenses ....................................................     9
Dividends and Taxes ....................................................    10
Performance ............................................................    10
How to Buy Shares ......................................................    11
Share Price ............................................................    13
How to Redeem Shares ...................................................    18
Additional Services and Programs .......................................    20

    This Prospectus  sets forth  information  about John Hancock  Discovery Fund
(the  "Fund"),  a series of Freedom  Investment  Trust III, that you should know
before investing. Please read and retain it for future reference.

    Additional information about the Fund has been filed with the Securities and
Exchange  Commission (the "SEC").  You can obtain a copy of the Fund's Statement
of Additional Information, dated December 1, 1994, and incorporated by reference
into this  Prospectus,  free of charge by writing or  telephoning:  John Hancock
Investor Services Corporation,  P.O. Box 9116, Boston, Massachusetts 02205-9116,
1-800-225-5291, (1-800-554-6713 TDD).

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

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




<PAGE>
EXPENSE INFORMATION
    The purpose of the following  information  is to help you to understand  the
various fees and expenses that you will bear,  directly or indirectly,  when you
purchase  shares of the Fund. The operating  expenses  included in the table and
hypothetical example below are based on fees and expenses of Class A and Class B
shares of the Fund for the  fiscal  year ended July 31,  1994.  Actual  fees and
expenses may be greater or less than those indicated.

<TABLE>
<CAPTION>
                                                                       CLASS A                 CLASS B
                                                                       SHARES                  SHARES
                                                                       -------                 -------
<S>                                                                   <C>                      <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum sales charge imposed on purchases (as a percentage of
  offering price) ...............................................        5.00%                 None
Maximum sales charge imposed on reinvested dividends ............        None                  None
Maximum deferred sales charge ...................................        None<F1>              5.00%
Redemption fee<F3> ..............................................        None                  None
Exchange fee ....................................................        None                  None

ANNUAL FUND OPERATING EXPENSES
  (as a percentage of average net assets)
Management fee ..................................................      1.00%                    1.00%
12b-1 fee<F2> ...................................................      0.30%                    1.00%
                                                                       0.71%                    0.67%
Other expenses ..................................................      ----                     ----

                                                                       2.01%                    2.67%
Total Fund operating expenses ...................................      ====                     ====

<FN>
<F1> No sales  charge is payable at the time of  purchase on  investments  of $1
     million or more,  but for these  investments  a contingent  deferred  sales
     charge may be imposed, as described under the caption "Share Price," in the
     event of certain redemption transactions within one year of purchase.
<F2> The amount of the 12b-1 fee used to cover  service  expenses  will be up to
     0.25% of average daily net assets,  and the remaining  portion will be used
     to cover distribution expenses.
<F3> Redemption by wire fee (currently $4.00) not included.
</TABLE>
<TABLE>
<CAPTION>

                       EXAMPLE:                                1 YEAR      3 YEARS      5 YEARS      10 YEARS
<S>                                                            <C>         <C>          <C>          <C>
You would pay the  following  expenses  on a $1,000
  investment, assuming a 5% annual return throughout
  the periods and reinvestment of all dividends:
Class A Shares .......................................         $69         $110         $153          $272
Class B Shares
  --Assuming complete redemption at end of period ....         $77         $113         $161          $284
  --Assuming no redemption ...........................         $27         $ 83         $141          $284
</TABLE>
- ---------
  (The example  should not be considered as a  representation  of past or future
expenses or future  investment  returns.  Actual expenses may be greater or less
than shown.)

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

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

<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
    The following table of Financial Highlights for each of the two years in the
period  ended July 31,  1994 has been  audited by Ernst & Young LLP,  the Fund's
independent  auditors  whose  unqualified  report is included in the Fund's 1994
Annual Report and is included in the Statement of  Additional  Information.  The
Fund's Financial  Highlights were audited by Price Waterhouse LLP for the period
ended July 31, 1992.  Further  information  about the performance of the Fund is
contained in the Fund's Annual Report to shareholders which may be obtained free
of charge by writing or telephoning John Hancock Investor Services  Corporation,
at the address or telephone number listed on the front page of this Prospectus.
<TABLE>
<CAPTION>
                                                                      YEAR ENDED JULY 31
                                                           -----------------------------------------------
                                                           1994                1993                1992<F2>
                                                           ----                ----                -------
<S>                                                        <C>                <C>                <C>
CLASS A
PER SHARE OPERATING PERFORMANCE
  Net Asset Value, Beginning of Period ..............      $ 10.81            $  8.95            $  9.40
                                                           -------            -------            -------
  Net Investment Loss ...............................        (0.16)<F4>         (0.16)             (0.05)
  Net Realized and Unrealized Gain (Loss) on
    Investments and Foreign Currency Transactions ...        (0.43)              2.15              (0.40)
                                                           -------            -------            -------
        Total from Investment Operations ............        (0.59)              1.99              (0.45)
                                                           -------            -------            -------
  Less Distributions:
    Distributions from Net Relized Gain on
      Investments Sold ..............................        (1.66)             (0.13)             --
                                                           -------            -------            -------
  Net Asset Value, End of Period ....................      $  8.56            $ 10.81            $  8.95
                                                           -------            -------            -------
  Total Investment Return at Net Asset Value ........        (6.45%)            22.33%             (4.79%)<F3>
                                                           -------            -------            -------
  Ratios and Supplemental Data
    Net Assets, End of Period (000's omitted) .......      $ 3,226            $ 4,692            $ 3,866
    Ratio of Expenses to Average Net Assets .........         2.01%              2.17%              1.78%<F1>
    Ratio of Net Investment Loss to Average Net
      Assets ........................................        (1.64%)            (1.61%)            (1.20%)<F1>
    Portfolio Turnover Rate .........................          108%               148%               138%
CLASS B
PER SHARE OPERATING PERFORMANCE
  Net Asset Value, Beginning of Period ..............      $ 10.65            $  8.87            $  8.00
                                                           -------            -------            -------
  Net Investment Loss ...............................        (0.22)<F4>         (0.23)             (0.11)
  Net Realized and Unrealized Gain (Loss) on
    Investments and Foreign Currency Transactions ...        (0.43)              2.14               0.98
                                                           -------            -------            -------
        Total from Investment Operations ............        (0.65)              1.91               0.87
                                                           -------            -------            -------
  Less Distributions:
    Distributions from Net Relized Gain on
      Investments ...................................        (1.66)             (0.13)             --
                                                           -------            -------            -------
  Net Asset Value, End of Period ....................      $  8.34            $ 10.65            $  8.87
                                                           =======            =======            =======
  Total Investment Return at Net Asset Value ........        (7.18%)            21.63%             10.88%<F3>
                                                           -------            -------            -------
  Ratios and Supplemental Data
    Net Assets, End of Period (000's omitted) .......      $26,539            $38,672            $34,636
    Ratio of Expenses to Average Net Assets .........         2.62%              2.86%              2.56%<F1>
    Ratio of Net Investment Loss to Average Net
      Assets ........................................        (2.24%)            (2.26%)            (1.56%)<F1>
    Portfolio Turnover Rate .........................          108%               148%               138%
<FN>
- ---------
<F1> On an annualized basis.
<F2> Class A and Class B shares  commenced  operations  on  January  3, 1992 and
     August 30, 1991, respectively.
<F3> Not annualized.
<F4> On average month end shares outstanding.
</TABLE>
<PAGE>

THE  FUND'S  INVESTMENT  OBJECTIVE  IS TO  ACHIEVE  LONG-TERM  GROWTH OF CAPITAL
THROUGH  INVESTMENT   PRIMARILY  IN  COMMON  STOCKS  OF  SMALL  TO  MEDIUM-SIZED
COMPANIES.

INVESTMENT OBJECTIVE AND POLICIES
The  Fund's  investment  objective  is to  achieve  long-term  growth of capital
through  investment   primarily  in  common  stocks  of  small  to  medium-sized
companies, which are believed by the Fund's managers to offer superior prospects
for growth.  Any income received on the Fund's investments will be incidental to
the  Fund's  objective  of  long-term  growth  of  capital.   There  are  market
fluctuations  and risks in any  investment,  and therefore there is no assurance
that the Fund will achieve its investment objective.

John Hancock Advisers,  Inc. (the "Adviser") believes that small to medium-sized
companies  often  have  earnings  growth  rates  which  exceed  those of  larger
companies,  and that  these  growth  rates may lead to more  rapid  share  price
appreciation.  The market valuation of these companies tends to fluctuate during
economic or market cycles, presenting attractive investment opportunities as the
cycles  develop.  The  Adviser  constantly  monitors  the  markets  looking  for
companies that are creating new technologies, a unique or proprietary product or
a profitable market niche.

Under  normal  circumstances,  the Fund  will  invest  at least 65% of its total
assets  in  equity  securities,  including  common  stock,  preferred  stock and
investment  grade debt  securities  convertible  into common stock (as described
below). The Fund will invest primarily in small to medium-sized  companies whose
securities  are traded on domestic  stock  exchanges or in the  over-the-counter
market.  Small  to  medium-sized  companies  include  companies  with  a  market
capitalization  of  between  $50  million  to $1.5  billion.  The  selection  of
portfolio  investments  by the Adviser will focus on companies with broad market
opportunities  and consistent or accelerating  earnings growth.  These companies
may be in a relatively early stage of development,  but have usually established
a record of profitability  and a strong financial  position.  They may possess a
new  technology,  a  unique  or  proprietary  product,  or a  profitable  market
niche--all  of which help drive  strong unit volume  growth,  profitability  and
ultimately  earnings per share growth.  Other desirable  attributes of portfolio
investments may include  participation by a company in an industrial sector with
a favorable  secular growth outlook (e.g.,  medical/healthcare,  communications,
technology,  etc.), a capable management team with a significant equity stake in
its company,  and financial cash flows  sufficient to sustain  estimated  growth
rates.

The Fund  may  invest  up to 25% of its  assets  in the  securities  of  foreign
issuers,  including  securities in the form of sponsored or unsponsored American
Depositary  Receipts  (ADRs),  European  Depositary  Receipts  (EDRs)  or  other
securities  convertible  into securities of foreign  issuers.  ADRs are receipts
typically  issued by an American bank or trust company which evidence  ownership
of  underlying  securities  issued by a foreign  corporation.  EDRs are receipts
issued in Europe  which  evidence a similar  ownership  arrangement.  Issuers of
unsponsored  ADRs  are  not   contractually   obligated  to  disclose   material
information,  including financial information,  in the United States. Generally,
ADRs are designed for use in the United States  securities  markets and EDRs are
designed for use in European securities markets.

To avoid the need to sell equity  securities  in the  portfolio to provide funds
for  redemption,  and to give the  Fund the  flexibility  to take  advantage  of
investment  opportunities,  the Fund may  invest up to 15% of its net  assets in
short-term  (less than one year)  investment  grade (i.e.,  rated at the time of
purchase  AAA,  AA, A or BBB by Standard & Poor's  Rating Group or Aaa, Aa, A or
Baa by Moody's Investors Service, Inc.) debt securities of corporations (such as
commercial paper,  notes, bonds or debentures),  certificates of deposit,  money
market securities,  U.S. Government agency securities,  or repurchase agreements
which are fully collateralized by U.S. Government obligations.  When the Adviser
believes that abnormal financial  conditions warrant it, up to 80% of the Fund's
assets  may be  temporarily  invested  in these  securities  rated in the  three
highest categories for defensive  purposes.  Medium grade obligations (i.e., BBB
or  Baa)  lack  outstanding  investment   characteristics  and,  in  fact,  have
speculative  characteristics.  In the event these  securities  are  subsequently
downgraded below the three highest ratings, the Adviser will consider this event
when it determines whether the Fund should continue to hold the securities.  See
Appendix A to the Statement of Additional  Information  for a description of the
various ratings of investment grade debt securities.

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

SECURITIES OF FOREIGN ISSUERS. The Fund may invest up to 25% of its total assets
in securities of foreign issuers with the foregoing characteristics. Investments
in  foreign  securities  may  involve  a greater  degree  of risk than  those in
domestic   securities  due  to  exchange   controls,   less  publicly  available
information,   more  volatile  or  less  liquid  securities  markets,   and  the
possibility  of  expropriation,   nationalization,   confiscatory   taxation  or
political,  economic  or social  instability.  Some  foreign  companies  are not
generally  subject  to the  same  uniform  accounting,  auditing  and  financial
reporting requirements as domestic companies; also foreign regulation may differ
considerably   from  domestic   regulation  of  stock  exchanges,   brokers  and
securities.  Additionally,  because  foreign  securities  may be  denominated in
currencies  other than the U.S.  dollar,  changes in foreign  currency  exchange
rates  will  affect  the  Fund's net asset  value,  the value of  dividends  and
interest  earned,  gains and losses realized on the sale of securities,  and any
net  investment  income and gains  that the Fund  distributes  to  shareholders.
Securities  transactions  undertaken in some foreign  markets may not be settled
promptly.  Therefore,  the Fund's  investments on foreign  exchanges may be less
liquid and subject to the risk of  fluctuating  currency  exchange rates pending
settlement.

OPTIONS  TRANSACTIONS.  The Fund may  purchase  listed  put and call  options on
securities and foreign  currencies.  However, no more than an aggregate of 5% of
the Fund's total assets, measured by the amount of the premium, will be invested
in these options.

FUTURES TRANSACTIONS FOR HEDGING PURPOSES.  Although it has no present intention
to engage in these strategies,  the Fund has also reserved the right to purchase
or write (sell) financial  futures contracts and related options that are traded
on a U.S.  exchange or board of trade, for hedging purposes (i.e., to reduce the
risks of  fluctuations  in the value of the Fund's  portfolio).  Before the Fund
will invest in any futures  contracts or related  options,  shareholders  of the
Fund will be notified and the Prospectus will be supplemented accordingly.

The Fund's ability to use options and futures  contracts,  either to earn income
successfully  or to hedge,  will  depend on the  Adviser's  ability  to  predict
accurately the future  direction of stock market prices,  interest rate changes,
currency rate fluctuations and other market factors.  There is no assurance that
a liquid market for options and futures will always exist. In addition, the Fund
could be  prevented  from  opening or  realizing  the benefits of closing out an
options or futures  position because of position limits or limits on daily price
fluctuations imposed by an exchange. See the Statement of Additional Information
for  further  discussion  of options  and futures  transactions,  including  tax
effects and investment risks.

FOREIGN  CURRENCY  TRANSACTIONS  FOR HEDGING  PURPOSES.  The Fund may enter into
transactions  in foreign  currencies  or in forward  foreign  currency  exchange
contracts,  but may only in connection  with its hedging  strategies.  A forward
foreign currency  exchange contract involves an obligation to purchase or sell a
specific  currency at a future date at a price set at the time of the  contract.
The Fund will not enter into a forward  contract  with a term  greater  than one
year or  commit  more  than  25% of the  value  of its  total  assets  to  these
contracts.  Although certain strategies could minimize the risk of loss due to a
decline in the value of the hedged foreign  currency,  they could also limit any
potential gain which might result from an increase in the value of the currency.
See the Statement of Additional  Information for further  discussion of the uses
and risks of forward foreign currency exchange contracts.

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

REPURCHASE  AGREEMENTS.  In a  repurchase  agreement,  the Fund buys a  security
subject  to the right and  obligation  to sell it back to the issuer at the same
price plus accrued interest.  These transactions must be fully collateralized at
all times,  but they  involve  some  credit  risk to the Fund if the other party
defaults  on  its  obligations  and  the  Fund  is  delayed  or  prevented  from
liquidating the collateral.

The Fund has adopted  certain  investment  restrictions  which are enumerated in
detail in the Statement of Additional Information,  where they are classified as
fundamental  or  non-fundamental.  The  Fund's  investment  objective  and those
investment  restrictions  designated as fundamental  may not be changed  without
shareholder  approval.  All  other  restrictions  and  investment  policies  are
nonfundamental and can be changed by a vote of the Trustees without  shareholder
approval.

A high rate of portfolio  turnover (greater than 100%) involves  correspondingly
greater brokerage expense which will be borne by the Fund and may, under certain
circumstances,  make it more  difficult  for the Fund to qualify as a  regulated
investment  company  under the  Internal  Revenue  Code.  The  Fund's  portfolio
turnover rates for recent periods are shown in the section "The Fund's Financial
Highlights."

An  investment  in the Fund may involve  greater risk than  investment in a fund
emphasizing larger companies. The securities of small and medium-sized companies
may be subject to more  volatile  market  movements  than those of larger,  more
established companies or the stock market averages in general.  Because of these
factors,  the Fund  believes  that its shares are  suitable  for  investment  by
persons who are in a financial position to assume above-average  investment risk
in search of above-average  long-term reward, and who can invest without concern
for current income. The Fund is not intended as a complete  investment  program,
but is  most  appropriately  considered  as only  one  portion  of your  overall
investment portfolio.

BROKERS ARE CHOSEN BASED ON BEST PRICE AND EXECUTION.

When choosing brokerage firms to carry out the Fund's transactions,  the primary
consideration 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  sales of  shares  of the Fund.  Pursuant  to  procedures
determined by the Trustees,  the Adviser may place securities  transactions with
brokers  affiliated  with the Adviser.  These  brokers  include  Tucker  Anthony
Incorporated and Sutro & Company Inc. which are indirectly owned by John Hancock
Mutual  Life  Insurance  Company,  which in turn  indirectly  owns the  Adviser.

ORGANIZATION  AND  MANAGEMENT  OF THE FUND

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

The Fund is a diversified  series of Freedom  Investment  Trust III, an open-end
management  investment  company  organized as a Massachusetts  business trust in
1989 (the "Trust"). The Trust reserves the right to create and issue a number of
series of  shares,  or funds or  classes  of shares of those  series,  which are
separately managed and have different  investment  objectives.  The Trust is not
required and does not intend to hold annual meetings of  shareholders,  although
special meetings may be held for such purposes as electing or removing Trustees,
changing  fundamental  policies or  approving a management  contract.  The Fund,
under certain  circumstances,  will assist in  shareholder  communications  with
other shareholders.

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

The Adviser was organized in 1968 and is a wholly-owned  indirect  subsidiary of
John Hancock Mutual Life Insurance Company,  a financial  services company.  The
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  funds  directly  and through  selected  broker-dealers  ("Selling
Brokers").  Freedom Distributors  Corporation,  a co-distributor of the Fund, is
also an  indirect  subsidiary  of John  Hancock  Mutual Life  Insurance  Company
(together with John Hancock Funds, the "Distributor"). Certain Fund officers are
also officers of the Adviser and John Hancock Funds.

Day-to-day management of the Fund is carried out by Bernice S. Behar,  supported
by an  investment  team from the Adviser's  equity  group,  headed by Michael P.
DiCarlo.  Ms. Behar has been with the Adviser since 1991 and prior to that was a
portfolio  manager  and  investment  analyst  with  Sanyo  Securities   America.

ALTERNATIVE PURCHASE ARRANGEMENTS

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  "Contingent  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.

INVESTMENTS IN CLASS A SHARES ARE SUBJECT TO AN INITIAL SALES CHARGE.

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 0.30% 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
"Share Price -- Qualifying for a Reduced Sales Charge."

INVESTMENTS IN CLASS B SHARES ARE SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE.

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 the 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.

Class B shares are not  available to full  service  defined  contribution  plans
administered  by John  Hancock  Investor  Services  Corporation  or John Hancock
Mutual Life  Insurance  Company  with more than 100  eligible  employees  at the
inception of the Fund account.

FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE

YOU SHOULD CONSIDER WHICH CLASS OF SHARES WILL BE MORE BENEFICIAL FOR YOU.

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 you
expect to hold your shares and other circumstances. You should consider whether,
during the anticipated  life of your Fund  investment,  the CDSC and 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  "Expense
Information" on the inside cover page of this  Prospectus  shows examples of the
charges applicable to each class of shares. Class A shares will normally be more
beneficial  if you  qualify  for  reduced  sales  charges.  See "Share  Price --
Qualifying for a Reduced 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 your  funds  invested  initially.
However, you would be subject to higher distribution charges and, for a six-year
period, a CDSC.

In the case of Class A shares, the 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,  the 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.

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,
except for  differences  resulting  from the fact that each class will bear only
its own  distribution  and service fees,  shareholder  meeting  expenses and any
incremental  transfer  agency  costs.  See  "Dividends  and  Taxes."

THE FUND'S EXPENSES
For managing its investment and business affairs, the Fund pays a monthly fee to
the  Adviser  which for the fiscal  year ended July 31,  1994,  was 1.00% of the
Fund's  average daily net asset value.  This fee is higher than those charged to
most  other  mutual  funds but is  comparable  to those  charged to funds with a
similar investment objective.

THE FUND PAYS  DISTRIBUTION  AND SERVICE FEES FOR MARKETING  AND SALES-  RELATED
SHAREHOLDER SERVICING.

The Class A and Class B  shareholders  have  adopted  a  distribution  plan (the
"Plan")  pursuant  to Rule 12b-1 under the  Investment  Company Act of 1940 (the
"1940 Act").  Under the Plan, the Fund will pay distribution and service fees at
an aggregate annual rate of up to 0.30% of the Class A shares' average daily net
assets  and an  aggregate  annual  rate of up to  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 the Distributor for its distribution  expenses,  including but
not limited to: (i) initial and ongoing sales  compensation  to Selling  Brokers
and others (including affiliates of the Distributor) engaged in the sale of Fund
shares; (ii) marketing, promotional and overhead expenses incurred in connection
with the  distribution of Fund shares;  and (iii) 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 the Distributor is not fully
reimbursed  for  payments  or  expenses  incurred  by it under the  Plan,  these
expenses  will not be  carried  beyond  twelve  months  from the date  they were
incurred.  Unreimbursed  expenses under the Class B Plan will be carried forward
together with interest on the balance of these unreimbursed expenses.

For the fiscal year ended July 31, 1994 an aggregate of $701,851 of distribution
expenses  or 2.07% of the  average net assets of the Class B shares of the Fund,
was not  reimbursed  or  recovered  by the  Distributor  through  the receipt of
deferred sales charges or 12b-1 fees in prior periods.

For the fiscal  year ended July 31, 1994 the total  expenses  for Class A shares
and Class B shares, respectively, were 2.01% and 2.62% of average net assets.

DIVIDENDS AND TAXES
DIVIDENDS. Dividends from the Fund's net investment income and capital gains, if
any, are generally  declared  annually.  Dividends are  reinvested in additional
shares of your class unless you elect the option to receive them in cash. If you
elect the cash option and the U.S.  Postal  Service  cannot deliver your checks,
your  election  will be converted  to the  reinvestment  option.  Because of the
higher expenses  associated  with Class B shares,  any dividends on these shares
will be lower than those of Class A shares. See "Share Price."

TAXATION.  Dividends from the Fund's net investment income,  certain net foreign
exchange gains, and net short-term  capital gains are taxable to you as ordinary
income, and dividends from the Fund's net long-term capital gains are taxable as
long-term  capital gains.  These  dividends are taxable whether you take them in
cash or reinvest them in additional  shares.  Certain dividends paid by the Fund
in January of a given  year will be taxable to you as if you  received  them the
prior December. The Fund will send you a statement by January 31 showing the tax
status of the dividends you received for the prior year.

The Fund has  qualified  and  intends to  continue  to  qualify  as a  regulated
investment  company under  Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). As a regulated  investment  company,  the Fund will not be
subject to Federal  income taxes on any net  investment  income and net realized
capital gains that are distributed to its shareholders at least annually.

When you redeem (sell) or exchange shares, you may realize a gain or loss.

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

In addition to Federal  taxes,  you may be subject to state and local or foreign
taxes with respect to your  investment  in and  distributions  from the Fund. In
many  states,  any  portion of the Fund's  dividends  that  represents  interest
received by the Fund on direct U.S.  Government  obligations  may be exempt from
tax. You should consult your tax advisor for specific advice.

PERFORMANCE

THE FUND MAY ADVERTISE ITS TOTAL RETURN.

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

Total return for Class A shares  includes the effect of paying the maximum sales
charge (except as shown in "The Fund's  Financial  Highlights").  Investments at
lower sales charges would result in higher performance figures. Total return for
the Class B shares  reflects  deduction of the  applicable  contingent  deferred
sales charge imposed on a redemption of shares held for the  applicable  period.
All calculations  assume that all dividends are reinvested at net asset value on
the reinvestment dates during the periods. The total return of Class A and Class
B shares will be  calculated  separately  and,  because each class is subject to
certain different expenses,  the total return with respect to that class for the
same  period may differ.  The  relative  performance  of the Class A and Class B
shares will be affected by a variety of factors,  including the higher operating
expenses  attributable  to the Class B shares,  whether  the  Fund's  investment
performance is better in the earlier or later  portions of the period  measured,
and the level of net  assets of the  classes  during the  period.  The Fund will
include the total return of both  classes in any  advertisement  or  promotional
materials  including  Fund  performance  data.  Total  return  is an  historical
calculation  and is not an  indication of future  performance.  The value of the
Fund's shares, when redeemed,  may be more or less than their original cost. See
"Factors to Consider in Choosing an Alternative."  Further information about the
performance   of  the  Fund  is  contained  in  the  Fund's   Annual  Report  to
Shareholders.

HOW TO BUY SHARES
- --------------------------------------------------------------------------------
The minimum  initial  investment in Class A or Class B shares is $1,000 and $500
for retirement plans).
Complete the Account Application  attached to this Prospectus.  Indicate whether
you are buying Class A or Class B shares.  If you do not specify  which class of
shares you are  purchasing,  it will be  assumed  you are  investing  in Class A
shares.
- --------------------------------------------------------------------------------
OPENING AN ACCOUNT.

BY CHECK                1. Make your  check  payable  to John  Hancock  Investor
                           Services Corporation ("Investor Services").
                        2. Deliver the completed  application  and check to your
                           registered representative, Selling Broker, or mail it
                           directly to Investor Services.
- --------------------------------------------------------------------------------
BY WIRE                 1. Obtain  an   account   number  by   contacting   your
                           registered  representative,  Selling  Broker,  or  by
                           calling 1-800-225-5291.
                        2. Instruct your bank to wire funds to:
                             First Signature Bank & Trust
                             John Hancock Deposit Account No. 900000260
                             ABA Routing No. 211475000
                             For Credit To: John Hancock Discovery Fund
                             Class A or Class B shares
                             Your Account Number
                             Name(s) under which account is registered
                        3. Deliver the completed  application to your registered
                           representative, Selling Broker or mail it directly to
                           Investor Services.

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

- --------------------------------------------------------------------------------
MONTHLY AUTOMATIC       1. Complete   the   "Automatic   Investing"   and  "Bank
ACCUMULATION               Information"   sections  on  the  Account  Privileges
PROGRAM (MAAP)             Application,  designating  a bank  account from which
                           your funds may be drawn.
                        2. The amount you elect to invest will be  automatically
                           withdrawn from your bank or credit union account.
- ------------------------------------------------------------------------------
BUYING ADDITIONAL SHARES

BY TELEPHONE            1. Complete the "Invest-By-Phone" and "Bank Information"
                           section  on  the  Account   Privileges   Application,
                           designating  a bank account from which your funds may
                           be drawn.  Note that in order to invest by phone, you
                           must be in a bank or credit union that is a member of
                           the Automated Clearing House system (ACH).
                        2. After your authorization form has been processed, you
                           may purchase  additional Class A or Class B shares by
                           calling     Investor     Services     toll-free    at
                           1-800-225-5291.
                        3. Give the Investor Services representative the name(s)
                           in which your account is  registered,  the Fund name,
                           the class of shares you own, your account number, and
                           the amount you wish to invest.
                        4. Your  investment  normally  will be  credited to your
                           account  the  business  day   following   your  phone
                           request.
- --------------------------------------------------------------------------------
BY CHECK                1. Either  complete the detachable stub included on your
                           account   statement  or  include  a  note  with  your
                           investment  listing the name of the Fund,  the class,
                           your  account  number  and the  name(s)  in which the
                           account is registered.
                        2. Make your  check  payable  to John  Hancock  Investor
                           Services Corporation.
                        3. Mail the account information and check to:
                             John Hancock Investor Services Corporation
                             P.O. Box 9115
                             Boston, MA 02205-9115
                           or deliver it to your  registered  representative  or
                           Selling Broker.
- --------------------------------------------------------------------------------
BY WIRE                 Instruct your bank to wire funds to:
                          First Signature Bank & Trust
                          John Hancock Deposit Account No. 900000260
                          ABA Routing No. 211475000
                          For credit to: John Hancock Discovery Fund
                          Class A or Class B shares
                          Your Account Number
                          Name(s) under which account is registered
- --------------------------------------------------------------------------------
Other Requirements:  All purchases must be made in U.S. dollars.  Checks written
on foreign  banks will delay  purchases  until U.S.  funds are  received,  and a
collection charge may be imposed.  Shares of the Fund are priced at the offering
price listed or the net asset value  computed  after John Hancock Funds receives
notification  of the dollar  equivalent  from the custodian bank. Wire purchases
normally  take two or more hours to complete  and, to be accepted  the same day,
must be received by 4:00 P.M., New York time. Your bank may charge a fee to wire
funds. Telephone  transactions are recorded to verify information.  Certificates
are not issued unless a request is made in writing to Investor Services.
- --------------------------------------------------------------------------------

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

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

SHARE PRICE

THE OFFERING  PRICE OF YOUR SHARES IS THEIR NET ASSET VALUE PLUS A SALES CHARGE,
IF APPLICABLE, WHICH WILL VARY WITH THE PURCHASE ALTERNATIVE YOU CHOOSE.

The net asset value (the "NAV") is the value of one share.  The NAV per share is
calculated  by  determining  the net assets of each class of shares of the Fund,
and dividing that figure by the number of outstanding  shares of that class.This
will be  different  for each class to the extent that the  different  amounts of
undistributed  income  are  accrued  on shares of each  class  between  dividend
declarations.

Securities in the Fund's  portfolio are generally  valued at their last exchange
sale price, as provided by a pricing service which utilizes  electronic  pricing
techniques.  If no sale has  occurred on the date  assets are valued,  or if the
security  is traded only in the  over-the-counter  market,  it will  normally be
valued at the mean  between the  current  closing  bid and asked  prices.  Fixed
income  securities  are  generally  valued  by  a  pricing  service  which  uses
electronic  pricing  techniques  based on general  institutional  trading.  Some
securities  are  valued  at fair  value  based  on  procedures  approved  by the
Trustees, and for certain other securities, the amortized cost method is used if
the Trustees determine in good faith that amortized cost approximates fair value
as described more fully in the Statement of Additional  Information.  Any assets
or liabilities  expressed in terms of foreign  currencies  are  translated  into
United  States  dollars by State Street Bank based on London  currency  exchange
quotations as of 5:00 p.m.,  London time (12:00 noon, New York time) on the date
of any  determination  of the Fund's NAV. The NAV is calculated once daily as of
the close of regular  trading on the New York Stock Exchange  (generally at 4:00
p.m., New York time) on each day that the Exchange is open.

Shares  of the Fund are sold at the  offering  price  based on the NAV  computed
after your  investment  request is received in good order by John Hancock Funds.
If you buy shares of the Fund through a Selling Broker,  the Selling Broker must
receive  your  investment  before the close of  regular  trading on the New York
Stock  Exchange  and  transmit  it to John  Hancock  Funds  before  its close of
business to receive that day's offering price.

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  paid at the
time of purchase, as follows:
                                                    COMBINED
                                   SALES CHARGE   REALLOWANCE      REALLOWANCE
                    SALES CHARGE      AS A        AND SERVICE       TO SELLING 
                        AS A        PERCENTAGE      FEE AS A        BROKER AS
AMOUNT INVESTED      PERCENTAGE       OF THE       PERCENTAGE      A PERCENTAGE
INCLUDING SALES      OF OFFERING      AMOUNT      OF OFFERING      OF OFFERING
    CHARGE             PRICE         INVESTED        PRICE(+)         PRICE(*)
- ---------------    -------------   -------------  -----------      ------------
Less than $50,000     5.00%            5.26%         4.25%            4.01%
$50,000 to $99,999    4.50%            4.71%         3.75%            3.51%
$100,000 to
$249,999              3.50%            3.63%         2.85%            2.61%
$250,000 to
$499,999              2.50%            2.56%         2.10%            1.86%
$500,000 to
$999,999              2.00%            2.04%         1.60%            1.36%
$1,000,000 and over   0.00%(**)        0.00%(**)     (***)            0.00%(***)

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

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

(***) 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 Class A shares of $1 million or more in the
      aggregate as follows:  1% on sales up to $4,999,999,  0.50% on the next $5
      million and 0.25% on $10 million and over.

  (+) 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 net
      assets  invested  in  the  Fund.  Thereafter,  it  pays  the  service  fee
      periodically  in arrears  in an amount up to 0.25% of the  Fund's  average
      annual net assets.  Selling Brokers  receive the fee as  compensation  for
      providing personal and account maintenance services to shareholders.

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

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

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

Under certain circumstances as described below,  investors in Class A shares may
be entitled to pay reduced sales charges.  See  "Qualifying  for a Reduced Sales
Charge."

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

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

The contingent  deferred sales charge will be assessed on an amount equal to the
lesser of (1) the current market value or (2) the original  purchase cost of the
redeemed  Class A shares.  Accordingly,  no CDSC will be imposed on increases in
account value above the initial  purchase  price,  including any dividends which
have been reinvested in additional shares.

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

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

QUALIFYING FOR A REDUCED SALES CHARGE -- CLASS A SHARES. If you invest more than
$50,000 in Class A shares of the Fund or a  combination  of John  Hancock  funds
(except money market funds),  you may qualify for a reduced sales charge on your
investments  through  a  LETTER  OF  INTENTION.  You may also be able to use the
ACCUMULATION  PRIVILEGE and COMBINATION PRIVILEGE to take advantage of the value
of your  previous  investments  in shares of John  Hancock  funds in meeting the
breakpoints  for a reduced  sales  charge.  For the  ACCUMULATION  PRIVILEGE and
COMBINATION PRIVILEGE the applicable sales charge will be based on the total of:

1. Your current purchase of Class A shares of the Fund;

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

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

EXAMPLE:

If you hold Class A shares of a John Hancock  mutual fund with a net asset value
of $20,000 and,  subsequently,  invested  $30,000 in Class A shares of the Fund,
the sales charge on this subsequent investment would be 4.50% and not 5.00% (the
rate that would  otherwise be  applicable to  investments  of less than $50,000.
(See "Initial Sales Charge Alternative -- Class A shares.")

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

If you fall under one of the  following  categories,  you may  purchase  Class A
shares of the Fund without paying a sales charge:

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

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

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

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

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

Class A shares  may  also be  purchased  without  an  initial  sales  charge  in
connection  with  certain  liquidation,   merger  or  acquisition   transactions
involving other investment companies or personal holding companies.
- ----------
*For  investments  made under these  provisions,  John Hancock  Funds may make a
 payment  out of its own  resources  to the  Selling  Broker in an amount not to
 exceed 0.25% of the amount invested.

CONTINGENT  DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES.  Class B shares
are offered at net asset value per share  without an initial  sales  charge,  so
that your entire  initial  investment  will go to work at the time of  purchase.
However, 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,  you will not be  assessed a CDSC 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 your  redemption  comes first from shares you have held
beyond  the  six-year  CDSC  redemption  period  or those you  acquired  through
reinvestment  of  dividends,  and next from the shares you have held the longest
during the six-year period.

EXAMPLE:
You have  purchased  100  shares at $10 per share.  The  second  year after your
purchase,  your  investment's  net asset value per share has  increased by $2 to
$12, and you have gained 10 additional shares through dividend reinvestment.  If
you redeem 50 shares at this time, your CDSC will be calculated as follows:

* Proceeds of 50 shares redeemed at $12 per share                           $600
* Minus proceeds of 10 shares not subject to CDSC because they
  were acquired through dividend reinvestment (10 x $12)                    -120
* Minus appreciation on remaining shares, also not subject to
  CDSC (40  x $2)                                                           - 80
                                                                            ----
* Amount subject to CDSC                                                    $400

Proceeds from the CDSC are paid to John Hancock  Funds.  John Hancock Funds will
use all or part of them to defray its  expenses  related to  providing  the Fund
with  distribution  services in connection  with the sale of the Class B shares,
such as compensating  selected  Selling Brokers for selling Class B shares.  The
combination of the CDSC and the  distribution and service fees makes it possible
for the Fund to sell the Class B shares without an initial sales charge.

The amount of the CDSC, if any, will vary  depending on the number of years from
the time you purchase your Class B shares until the time you redeem them. Solely
for purposes of determining  this 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.

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

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 you purchased Class B shares prior to January 1, 1994, the applicable CDSC as
a percentage of the amount redeemed will be: 4% for redemptions during the first
year  after  purchase,  3.5% for  redemptions  during the  second  year,  3% for
redemptions  during the third year, 2.5% for redemptions during the fourth year,
2% for redemptions  during the fifth year, 1% for  redemptions  during the sixth
year, and no CDSC for the seventh year and thereafter.

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

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

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

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

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

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

* Redemptions due to death or disability.

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

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

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

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

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

CONVERSION OF CLASS B SHARES.  Your Class B shares and an appropriate portion of
reinvested  dividends  on those  shares  will be  converted  into Class A shares
automatically  no later than the month  following  eight  years after the shares
were purchased,  resulting in lower annual  distribution  fees. If you exchanged
Class B shares into this Fund from  another John Hancock  fund,  the  conversion
will be based on the time you purchase the shares in the original fund.

HOW TO REDEEM SHARES

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

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

Once your shares are redeemed,  the Fund generally sends you payment on the next
business day. When you redeem your shares,  you will generally realize a gain or
loss  depending  on the  difference  between what you paid for them and what you
receive for them, subject to certain tax rules. Under unusual circumstances, the
Fund may suspend redemptions or postpone payment for up to seven days or longer,
as permitted by Federal securities laws.
- --------------------------------------------------------------------------------
BY TELEPHONE          All Fund shareholders are  automatically  eligible for the
                      telephone redemption privilege. Call 1-800-225- 5291, from
                      8:00 A.M.  to 4:00 P.M.  (New York time),  Monday  through
                      Friday,  excluding  days  on  which  the  New  York  Stock
                      Exchange  is  closed.   Investor   Services   employs  the
                      following procedures to confirm that instructions received
                      by telephone are genuine.  Your name, the account  number,
                      taxpayer  identification  number applicable to the account
                      and other  relevant  information.  In addition,  telephone
                      instructions are recorded.
                      You  may  redeem  up to  $100,000  by  telephone,  but the
                      address on the account  must not have changed for the last
                      30 days.  A check will be mailed to the exact  name(s) and
                      address shown on the account.
                      If reasonable  procedures,  such as those described above,
                      are not followed,  the Fund may be liable for any loss due
                      to unauthorized or fraudulent telephone  instructions.  In
                      all other cases,  neither the Fund nor  Investor  Services
                      will be liable  for any loss or expense  for  acting  upon
                      telephone   instructions   made  in  accordance  with  the
                      telephone transaction procedures mentioned above.
                      Telephone  redemption  is not  available for IRAs or other
                      tax-qualified  retirement plans or shares of the Fund that
                      are in certificate form.
                      During  periods of extreme  economic  conditions or market
                      changes,  telephone requests may be difficult to implement
                      due to a large  volume of calls.  During  these  times you
                      should consider placing redemption  requests in writing or
                      using EASI-Line.  EASI-Line is a telephone number which is
                      1-800-338-8080.
- --------------------------------------------------------------------------------
BY WIRE               If you have a telephone  redemption  form on file with the
                      Fund,  redemption  proceeds of $1,000 or more can be wired
                      on the next business day to your  designated  bank account
                      and a fee (currently $4.00) will be deducted. You may also
                      use  electronic  funds  transfer  to  your  assigned  bank
                      account  and the funds are usually  collectable  after two
                      business  days.  Your bank may or may not  charge for this
                      service.  Redemptions  of less than $1,000 will be sent by
                      check or electronic funds transfer.
                      This feature may be elected by completing  the  "Telephone
                      Redemption" section on the Account Privileges  Application
                      attached to this Prospectus.
- --------------------------------------------------------------------------------
IN WRITING            Send a stock power or letter of instruction specifying the
                      name of the  Fund,  the  dollar  amount  or the  number of
                      shares to be redeemed,  your name,  class of shares,  your
                      account  number,  and the additional  requirements  listed
                      below that apply to your particular account.
- --------------------------------------------------------------------------------
  TYPE OF REGISTRATION                     REQUIREMENTS
  --------------------                     ------------
Individual,  Joint Tenants,  Sole          A letter of instruction  signed (with
  Proprietorship,  Custodial               titles  where   applicable)   by  all
  (Uniform  Gifts  or  Transfer  to        persons  authorized  to sign  for the
  Minors Act), General Partners.           account, exactly as it is registered,
                                           with the signature(s) guaranteed.
Corporation, Association                   A  letter   of   instruction   and  a
                                           corporate   resolution,   signed   by
                                           person(s)  authorized  to  act on the
                                           account    with   the    signature(s)
                                           guaranteed.
Trusts                                     A letter of instruction signed by the
                                           Trustee(s)   with  the   signature(s)
                                           guaranteed. (If the Trustee's name is
                                           not registered on your account,  also
                                           provide a copy of the trust document,
                                           certified within the last 60 days.)

If you do not fall  into  any of  these  registration  categories,  please  call
1-800-225-5291 for further instructions.
- --------------------------------------------------------------------------------
WHO MAY GUARANTEE YOUR SIGNATURE.

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

THROUGH YOUR BROKER.  Your  broker  may be  able  to  initiate  the  redemption.
                      Contact him or her instructions.
- --------------------------------------------------------------------------------
If you have  certificates for your shares,  you must submit them with your stock
power or a letter of  instruction.  Unless  you  specify  to the  contrary,  any
outstanding  Class A shares will be redeemed before Class B shares.  Redemptions
of certificated shares may not be made by telephone.

Due to the  proportionately  high cost of maintaining  small accounts,  the Fund
reserves  the right to redeem at net asset value all shares in an account  which
holds fewer than 50 shares (except accounts under retirement  plans) and to mail
the proceeds to the shareholder,  or the transfer agent may impose an annual fee
of $10.00.  No account  will be  involuntarily  redeemed or any  additional  fee
imposed,  if the value of the account is in excess of the Fund's minimum initial
investment.  No CDSC will be  imposed  on  involuntary  redemptions  of  shares.
Shareholders  will be notified  before these  redemptions are to be made or this
fee is  imposed,  and will have 30 days to purchase  additional  shares to bring
their account up to the required  minimum.  Unless the number of shares acquired
by additional  purchases and any dividend  reinvestments,  exceeds the number of
shares  redeemed,  repeated  redemptions  from a smaller  account may eventually
trigger this redemption policy.
- --------------------------------------------------------------------------------

ADDITIONAL SERVICES AND PROGRAMS

EXCHANGE PRIVILEGE

YOU MAY EXCHANGE SHARES OF THE FUND ONLY FOR SHARES OF THE SAME CLASS IN ANOTHER
JOHN HANCOCK MUTUAL FUND.

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

Exchanges  between  funds  which  are not  subject  to a CDSC are based on their
respective net asset values.  No sales charge or transaction  charge is imposed.
Class B shares of the Fund  which are  subject  to a CDSC may be  exchanged  for
Class B shares of another John Hancock fund without incurring the CDSC;  however
the shares will be subject to the CDSC schedule of the shares  acquired  (except
shares  exchanged into John Hancock  Short-Term  Strategic  Income Fund and John
Hancock  Limited  Term  Government  Fund,  which will be subject to the  initial
fund's  CDSC).  For purposes of computing  the CDSC payable upon  redemption  of
shares  acquired in an exchange,  the holding  period of the original  shares is
added to the holding period of the shares acquired in an exchange.

You may exchange  Class B shares of the Fund into John  Hancock Cash  Management
Fund at net asset  value.  Shares so acquired  will  continue to be subject to a
CDSC  upon  redemption.  The rate of the CDSC  will be the rate in effect on the
original fund at the time of the exchange.

If you exchange Class B shares purchased prior to January 1, 1994 (except shares
of John Hancock  Short-Term  Strategic Income Fund and John Hancock Limited Term
Government  Fund which will be subject to the initial  fund's  CDSC) for Class B
shares of any other John Hancock  fund,  you will  continue to be subject to the
CDSC  schedule  that was in effect  when they were  purchased.  See  "Contingent
Deferred Sales Charge Alternative -- Class B shares."

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

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

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

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

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

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

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

IN WRITING
1. In a letter request an exchange and list the following:
   -- the name and class of the fund whose shares you currently own
   -- your account number
   -- the name(s) in which the account is registered
   -- the name of the fund in which you wish your exchange to be invested
   -- the number of shares, all shares or the dollar amount you wish to exchange
   Sign your request exactly as the account is registered.

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

REINVESTMENT PRIVILEGE

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

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

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

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

SYSTEMATIC WITHDRAWAL PLAN

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

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

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

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

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

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

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

MONTHLY AUTOMATIC ACCUMULATION PROGRAM (MAAP)

YOU CAN MAKE AUTOMATIC INVESTMENTS AND SIMPLIFY YOUR INVESTING.

1. You may authorize an investment  to be drawn  automatically  drawn each month
   from  your bank for  investment  under the  "Automatic  Investing"  and "Bank
   Information" sections on the Account Privileges Application.

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

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

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

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

GROUP INVESTMENT PROGRAM

ORGANIZED GROUPS OF AT LEAST FOUR PERSONS MAY ESTABLISH ACCOUNTS.

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

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

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

RETIREMENT PLANS
1. You may use the Fund as a  funding  medium  for  various  types of  qualified
   retirement plans, including Individual Retirement Accounts, Keogh Plans (H.R.
   10),  Pension  and  Profit-Sharing   Plans  (including  401(k)  Plans),  Tax-
   Sheltered Annuity Retirement Plans, (403(b) or TSA Plans), and 457 Plans.

2. The initial investment minimum or aggregate minimum for any of these plans is
   $500.  However,  accounts being  established as group IRA, SEP, SARSEP,  TSA,
   401(k) and 457 Plans will be accepted without an initial minimum investment.


<PAGE>
JOHN HANCOCK DISCOVERY FUND
  INVESTMENT ADVISER
  John Hancock Advisers, Inc.
  101 Huntington Avenue
  Boston, Massachusetts 02199-7603

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

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

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

  INDEPENDENT AUDITORS
  Ernst & Young LLP
  200 Clarendon Street
  Boston, Massachusetts 02116

HOW TO OBTAIN INFORMATION
ABOUT THE FUND

For: Service Information
     Telephone Exchange            call 1-800-225-5291
     Investment-by-Phone
     Telephone Redemption
For: TDD                           call 1-800-544-6713


JHD -- 3400P 12/94



JOHN HANCOCK
DISCOVERY
FUND
CLASS A AND CLASS B SHARES
PROSPECTUS
DECEMBER 1, 1994


A MUTUAL FUND SEEKING
LONG-TERM GROWTH OF
CAPITAL THROUGH INVESTMENT
PRIMARILY IN COMMON STOCKS
OF SMALL TO MEDIUM-SIZED
COMPANIES, WHICH ARE BELIEVED
BY THE FUND'S MANAGERS TO
OFFER SUPERIOR PROSPECTS FOR
GROWTH.




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

[LOGO] Printed on Recycled Paper





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