FREEDOM INVESTMENT TRUST III
N-30B-2, 1996-03-27
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- --------------------------------------------------------------------------------
                               John Hancock Funds
- --------------------------------------------------------------------------------

                                   Discovery
                                      Fund

                               SEMI-ANNUAL REPORT




                                January 31, 1996

<PAGE>

================================================================================

                                    TRUSTEES
                            EDWARD J. BOUDREAU, JR.
                                    Chairman
                            WILLIAM A. BARRON, III*
                               DOUGLAS M. COSTLE*
                               LELAND O. ERDAHL*
                              RICHARD A. FARRELL*
                               WILLIAM F. GLAVIN*
                                 PATRICK GRANT*
                               RALPH LOWELL, JR.*
                               DR. JOHN A. MOORE*
                             PATTI McGILL PETERSON*
                                 JOHN W. PRATT*
                              RICHARD S. SCIPIONE
                        *Members of the Audit Committee
                                    OFFICERS
                            EDWARD J. BOUDREAU, JR.
                      Chairman and Chief Executive Officer
                               ROBERT G. FREEDMAN
                                Vice Chairman and
                            Chief Investment Officer
                                ANNE C. HODSDON
                                   President
                                THOMAS H. DROHAN
                      Senior Vice President and Secretary
                                JAMES B. LITTLE
                            Senior Vice President and
                            Chief Financial Officer
                                SUSAN S. NEWTON
                    Vice President, Assistant Secretary and
                               Compliance Officer
                               JAMES J. STOKOWSKI
                          Vice President and Treasurer
                                   CUSTODIAN
                         INVESTORS BANK & TRUST COMPANY
                                89 SOUTH STREET
                          BOSTON, MASSACHUSETTS 02111
                                 TRANSFER AGENT
                   JOHN HANCOCK INVESTOR SERVICES CORPORATION
                                 P.O. BOX 9116
                        BOSTON, MASSACHUSETTS 02205-9116
                               INVESTMENT ADVISER
                          JOHN HANCOCK ADVISERS, INC.
                             101 HUNTINGTON AVENUE
                        BOSTON, MASSACHUSETTS 02199-7603
                             PRINCIPAL DISTRIBUTOR
                            JOHN HANCOCK FUNDS, INC.
                             101 HUNTINGTON AVENUE
                        BOSTON, MASSACHUSETTS 02199-7603
                                 LEGAL COUNSEL
                                 HALE AND DORR
                                60 STATE STREET
                          BOSTON, MASSACHUSETTS 02109


                               CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:

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

The stock  market's  record-breaking,  whirlwind  performance  in 1995 will be a
tough  act to  follow  in 1996.  In fact,  we've  already  seen  greater  market
volatility  this year,  particularly  among  last  year's  leaders -  technology
stocks.  That's  to be  expected  after a year  that saw  market  indexes  soar,
including the Standard & Poor's 500-Stock Index's 37% advance. While many of the
same  economic  conditions  that  fostered  the stellar 1995 market are still in
place - slow economic growth, muted inflation and decent corporate earnings - it
would be  unrealistic  to expect the  market to stage a repeat in 1996.  The old
saying "trees don't grow to the sky" comes to mind.  Shareholders  would do well
to  temper   expectations  of  investment  returns  and  perhaps  revisit  their
investment  allocations with their financial advisor to determine if rebalancing
their portfolio makes sense.
        
   No matter how you scale back your market  expectations,  you should always be
able to count on consistent customer service performance. At John Hancock Funds,
we never  stop  working  to find ways to  sustain  and  improve  the  quality of
information  and  assistance  we provide you. Our  commitment to this task is no
less than John Hancock's loyalty was to his fledgling country when he is said to
have uttered,  "if it does the public good,  burn Boston." We won't go that far,
of course,  but we share our namesake's  dedication to putting the public before
all  else.  

   In our case, that public is you, our shareholders. We take very seriously the
role you have entrusted to us, that of helping you achieve your financial goals.
Part of that  will  always  involve  good  customer  service.  So  please do not
hesitate to call your Customer Service  Representative  at 1-800-225-5291 if you
have any  questions or need  information.  We take pride in helping you with the
same spirit that John Hancock displayed at the dawning of America.

Sincerely,

/s/ Edward J. Boudreau, Jr.

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


                                       2


<PAGE>

================================================================================

                     BY BERNICE S. BEHAR, PORTFOLIO MANAGER


                                  John Hancock
                                 Discovery Fund

          Market moves higher over the last six months, but technology
                stocks retreat; Fund expands investment universe

Throughout the past six months,  the Dow Jones  Industrial  Average - one of the
most widely-watched  stock market barometers - continued to grab headlines as it
catapulted to a series of new highs. In the third quarter of 1995, virtually the
entire stock market benefited from strong company earnings,  a relatively benign
inflation  environment and a moderately growing economy.  But late in the fourth
quarter and in early January, the technology sector experienced a sharp pullback
even as many other areas of the market were still on the rise.  Investors  began
to worry that the high prices some technology  stocks were  commanding  might be
unrealistic given their future earnings prospects.
      
   For the  six-month  period  ended  January 31, 1996,  John Hancock  Discovery
Fund's  Class A and  Class B  shares  had  total  returns  of 3.52%  and  3.15%,
respectively,  at net asset value.  By  comparison,  the average  small  company
growth fund returned 5.18% for the same period,  according to Lipper  Analytical
Services.1 In November, 1995, shareholders voted to expand the Fund's investment
universe to include not only small- and medium-sized  companies,  but also large
capitalization  stocks in an effort to  enhance  the  Fund's  flexibility.  This
change  necessitated  that the Fund move into the Lipper  growth fund  category.

"...the technology sector experienced a sharp pullback..."

[A 2 1/2" x 3 1/2" photo of Bernice S.  Behar at bottom  right.  Caption  reads:
"Bernice S. Behar, Portfolio Manager."]


                                       3

<PAGE>

================================================================================

                      John Hancock Funds - Discovery Fund


[Chart with heading "Top Five Common Stock Holdings" at top of left hand column.
The chart lists five holdings:  1) Idexx  Laboratories  4.3% 2) Omnicare 4.0% 3)
Zoran 3.8% 4) Boston  Scientific 3.7% 5) Alternative  Resources 3.3%. A footnote
below reads: "As a percentage of net assets on January 31, 1996."]

"Throughout the period, we increased our stake in health-care holdings..."

Beginning  with this  report,  the Fund will be comp ared to the average  growth
fund, which returned 8.28% for the six months ended January 31, 1996,  according
to Lipper Analytical Services.

Technology ups and downs
In the latter part of the period,  investors became wary of semiconductor stocks
as microchip supply caught up to, and in some instances  surpassed,  demand. Our
exposure to these  companies  caused the Fund's  performance  to suffer.  As the
downturn  occurred,  we  quickly  pared  back most of our  semiconductor-related
holdings. In their place, we added  Internet-related and software companies that
can help companies improve workplace  productivity.  One successful addition was
CMG Information Services, which invests in other Internet-related companies. Its
price nearly doubled during the period.  

[Table  entitled  "Scorecard" at bottom of left hand column.  The header for the
left  column  is  "Investment";  the  header  for the right  column  is  "Recent
performance  ... and what's  behind the numbers." The first listing is CBT Group
followed by an up arrow and the phrase  "Strong ties in Microsoft,  Oracle." The
second listing is Corrections  Corp. of America  followed by an up arrow and the
phrase  "Leader  in  private  prison  management."  The third  listing  is Micro
Warehouse  followed by a down arrow and the phrase  "Problems  with major vendor
Apple  Computer."   Footnote  below  reads:   "See  "Schedule  of  Investments."
Investment holdings are subject to change."]

CMG's most  well-known  product is Lycos,  the popular  World Wide Web "crawler"
that  gives  users easy  access to the  Internet.  We also  added CKS Group,  an
advertising  company that provides  World Wide Web home-page  design for several
Fortune  500  companies,  among  others.  One of our  strongest  performers  was
software  company  CBT  Group,  which  contracted  with  Microsoft  to develop a
training  software  package  for  Windows  '95.  This  form  of  training  is  a
cost-effective  way for  companies  to get their  employees up to speed with new
software  developments.  Another  productivity  enhancer  we added  was  Project
Software & Development,  which provides client-server based maintenance software
for manufacturing  facilities and prod uction equipment.  As a whole, technology
stocks  represented  approximately  40% of the Fund's net assets  throughout the
period.

   The recent pullback in the technology  sector was not that  surprising  given
the huge run-up it experienced  during most of 1995.  Looking ahead,  we believe
that many  technology  stocks can  continue  to  maintain  their high  levels of
growth.  But the key will be  selectivity.  It's  clear that there has been some
divergence in the market,  and that only  companies that can justify their stock
prices with high rates of earnings growth will continue to do well.

Health-care holdings grow
Throughout  the period we increased our stake in  health-care  holdings to about
23% of net  assets.  We  focused  on  finding  companies  that  provided a niche
product,  such as biotechnology  company Myriad  Genetics,  which has isolated a
number of genes, including the gene tied to breast cancer; Idexx Laboratories, a
long time 


                                       4


<PAGE>

================================================================================

                      John Hancock Funds - Discovery Fund


[Bar chart with heading " Fund  Performance"  at top of left hand column.  Under
the heading is the  footnote:  "For the six months ended  January 31, 1996." The
chart is scaled in  increments of 2% from bottom to top, with 10% at the top and
0% at the  bottom.  Within  the  chart,  there are four  solid  bars.  The first
represents the 3.52% total return for John Hancock  Discovery Fund: Class A. The
second  represents the 3.15% total return for John Hancock Discovery Fund: Class
B. The third  represents  the 5.18% total  return for the average  small-company
growth fund. The fourth represents the 8.28% total return for the average growth
fund. The footnote below states:  "Total returns for John Hancock Discovery Fund
are at net asset value with all distributions reinvested. The average growth and
small-company  growth  funds are  tracked  by Lipper  Analytical  Services.  See
following page for historical performance information."]

holding  in the  Fund  which  provides  health  testing  for  animals;  and Dura
Pharmaceuticals,   which  provides  over-the-counter  products  for  respiratory
ailments.

Other opportunities
We  added  some  natural  resource  stocks,  particularly  oil and  natural  gas
exploration and production companies. As Third World nations continue to develop
their economies, their use of energy is exploding.  Energy demand is expected to
continue to rise while  supply is expected to remain  somewhat  low.  One of our
largest and most successful  holdings in this area was Chesapeake  Energy Corp.,
with rigs in Texas and Oklahoma.
      
   Within the retail sector,  we continued to shy away from traditional  apparel
companies and discount  retailers,  and are focusing  instead on companies  with
niche  products  and  services.  Because  the Fund is now  allowed to buy larger
companies,  we were able to add PetSmart, one of the largest and most successful
pet supply chains. We also added Rainforest Cafe, a theme-restaurant  chain that
started with one store in the Mall of America in Minnesota and has plans to open
several more this year,  including a new facility at Disney World. Garden Ridge,
a chain of craft stores, is attractive because we believe it has a strong growth
strategy and solid management.

"...we're still optimistic about the prospect for growth stocks."

Strategy and outlook
Going  forward,   we'll  continue  to  concentrate  on  finding  companies  with
sustainable  earnings growth rates of 20-25%,  no matter what their size. As for
the market,  we're still optimistic about the prospect for growth stocks. In our
view,  interest rates could continue to fall.  While the Federal Reserve may not
have much latitude to reduce interest rates further in front of the presidential
election,  the market could drive  interest  rates down  independent  of any Fed
action.  If either the economy slows or interest  rates tick higher,  that could
drag on corporate  profits.  But by their nature,  growth stocks tend to be more
resilient than other types of stocks during periods of economic weakness. What's
more, in our view many growth  stocks still have room to rise.  As a whole,  the
Fund's  holdings  are trading at a discount to their  growth  rate,  which means
their prices still aren't fully reflecting their business prospects. Given that,
we're  optimistic that 1996 can be another good period for growth stocks. 

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

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


                                       5

<PAGE>

================================================================================

- --------------------------------------------------------------------------------
                             A LOOK AT PERFORMANCE
- --------------------------------------------------------------------------------

The tables on the right show the cumulative total returns and the average annual
total returns for the John Hancock Discovery Fund. Total return is a performance
measure that equals the sum of all income and capital gains dividends,  assuming
reinvestment of these  distributions,  and the change in the price of the Fund's
shares,  expressed as a percentage  of the Fund's  shares.  Performance  figures
include the maximum applicable sales charge of 5% for Class A shares. The effect
of the  maximum  contingent  deferred  sales  charge  for Class B shares (5% and
declining to 0% over six years) is included in Class B performance.  Performance
is  affected  by  a  12b-1  plan.  Remember  that  all  figures  represent  past
performance  and are no  guarantee  of how the Fund will  perform in the future.
Also,  keep in mind  that  the  total  return  and  share  price  of the  Fund's
investments  will fluctuate . As a result,  your Fund's shares may be worth more
or less than their original cost, depending on when you sell them.

- --------------------------------------------------------------------------------
                            CUMULATIVE TOTAL RETURNS
- --------------------------------------------------------------------------------
For the period ended December 31, 1995

                                                         ONE        LIFE OF
                                                         YEAR        FUND
                                                         ----        ----
John Hancock Discovery Fund: Class A                    39.89%     68.54%(1)
John Hancock Discovery Fund: Class B                    41.21%     99.97%(2)

- --------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
For the period ended December 31, 1995

                                                         ONE        LIFE OF
                                                         YEAR        FUND
                                                         ----        ----
John Hancock Discovery Fund: Class A                    39.89%     13.97%(1)
John Hancock Discovery Fund: Class B                    41.21%     17.36%(2)


                              Notes to Performance

(1) Class A shares  started on January  3, 1992.  
(2) Class B shares  started on August 30, 1991.


                                       6
<PAGE>

================================================================================

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

The  charts  on the  right  show how much a  $10,000  investment  in the John
Hancock Discovery Fund would be worth on January 31, 1996, assuming you invested
on the day each class of shares started and reinvested  all  distributions.  For
comparison, we've shown the same $10,000 investment in the Standard & Poor's 500
Stock Index - an unmanaged  index that  includes 500 widely traded common stocks
and is used often as a measure of stock market  performance.  

[Line chart with the heading Discovery Fund: Class A, representing the growth of
a hypothetical  $10,000  investment over the life of the fund.  Within the chart
are three lines.

The first line represents the value of the hypothetical  $10,000 investment made
in the Discovery Fund on January 3, 1992,  before sales charge,  and is equal to
$17,574 as of January  31,  1996.  The second line  represents  the value of the
Standard  & Poor's 500 Stock  Index and is equal to  $17,063  as of January  31,
1996.  The third line  represents  the Discovery  Fund after sales charge and is
equal to $16,703 as of January 31, 1996.]

[Line chart with the heading Discovery Fund: Class B, representing the growth of
a hypothetical  $10,000  investment over the life of the fund.  Within the chart
are three lines.

The first line represents the value of the hypothetical  $10,000 investment made
in the  Discovery  Fund on August 30, 1991,  before  contingent  deferred  sales
charge,  and is equal to  $20,010  as of  January  31,  1996.  The  second  line
represents  the Discovery  Fund after  contingent  deferred  sales charge and is
equal to $19,810 as of January 31, 1996. The third line  represents the value of
the  Standard & Poor's 500 Stock Index and is equal to $18,183 as of January 31,
1996.]



                                       7


<PAGE>

================================================================================
                              FINANCIAL STATEMENTS

                      John Hancock Funds - Discovery Fund


The STATEMENT OF ASSETS AND  LIABILITIES  is the Fund's  balance sheet and shows
the value of what the Fund owns,  is due and owes on January  31,  1996.  You'll
also find the net asset  value and the  maximum  offering  price per share as of
that date. 

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

Statement of Assets and Liabilities 
January 31, 1996 (Unaudited) 
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 



Assets:
     
 Investments at value - Note C:
   Common stocks (cost - $24,223,445) ..................   $39,338,116
   Joint repurchase agreement (cost - $1,472,000) ......     1,472,000
                                                           -----------
                                                            40,810,116
 Cash...................................................           413
 Receivable for investments sold .......................       929,900
 Receivable for shares sold ............................       150,023
 Dividends and interest receivable .....................         4,772
 Deferred organization expenses - Note A ...............         8,429
 Prepaid expenses ......................................        29,528
 Other assets ..........................................           993
                                                           -----------
                             Total Assets ..............    41,934,174
                             -----------------------------------------

Liabilities:
  Payable for investments purchased ....................       886,255
  Payable to John Hancock Advisers, Inc. and
    affiliates - Note B ................................        12,464
                                                           -----------
                             Total Liabilities .........       898,719
                             -----------------------------------------

Net Assets:
  Capital paid-in ......................................    25,154,211
  Accumulated net realized gain on investments and
    foreign currency transactions ......................     1,170,347
  Net unrealized appreciation of investments ...........    15,114,671
  Net investment loss ..................................  (    403,774)
                                                           -----------
                        Net Assets .....................   $41,035,455
                        ----------------------------------------------
                        ----------------------------------------------
                             

Net Asset Value Per Share:
  (Based on net asset values and shares of beneficial  
  interest  outstanding - unlimited number of shares 
  authorized with no par value, respectively)
  Class A - $6,583,114/495,944 .........................   $     13.27
  --------------------------------------------------------------------
  --------------------------------------------------------------------
  Class B - $34,452,341/2,691,702 ......................   $     12.80
  --------------------------------------------------------------------
  --------------------------------------------------------------------
Maximum Offering Price Per Share*
  Class A - ($13.27 x 105.26%) .........................   $     13.97
  --------------------------------------------------------------------
  --------------------------------------------------------------------
* On single retail sales of less than  $50,000.  On sales of $50,000 or more and
  on group sales the offering price is reduced.

Statement of Operations
Six months ended January 31, 1996 (Unaudited)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Investment Income:
  Interest ..............................................   $    25,915
  Dividends (net of foreign withholding taxes of $1,057).        18,141
                                                            -----------
                                                                 44,056
                                                            -----------
Expenses:
  Investment management fee - Note B ....................       175,917
  Distribution/service fee - Note B
            Class A......................................         8,857
            Class B......................................       163,089
        Transfer agent fee - Note B .....................        28,190
        Registration and filing fees ....................        23,474
        Custodian fee ...................................        15,103
        Auditing fee ....................................        10,552
        Printing ........................................         8,157
        Organization expense - Note A ...................         7,381
        Legal fees ......................................         3,766
        Trustees' fees ..................................         2,664
        Miscellaneous ...................................           680
                                                            -----------
                        Total Expenses ..................       447,830
                        -----------------------------------------------    
                        Net Investment Loss .............  (    403,774)
                        -----------------------------------------------
                             

Realized and Unrealized Gain (Loss) on Investments and
Foreign Currency Transactions
  Net realized gain on investments sold .................     1,766,862
  Net realized loss on foreign currency transactions ....  (         14)
  Change in net unrealized appreciation/depreciation
    of investments ......................................  (    114,479)
                                                            -----------
                        Net Realized and Unrealized
                        Gain on Investments and
                        Foreign Currency Transactions ...     1,652,369
                        -----------------------------------------------
                        Net Increase in Net Assets
                        Resulting from Operations .......   $ 1,248,595
                        -----------------------------------------------
                        -----------------------------------------------


                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       8
<PAGE>

================================================================================
                              FINANCIAL STATEMENTS

                      John Hancock Funds - Discovery Fund


Statement of Changes in Net Assets
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<TABLE>
<CAPTION>

                                                                                                SIX MONTHS ENDED     YEAR ENDED
                                                                                                JANUARY 31, 1996      JULY 31,
                                                                                                   (UNAUDITED)          1995
<S>                                                                                              <C>               <C>
Increase (Decrease) in Net Assets:                                                           
From Operations:                                                                                        
  Net investment loss ........................................................................   ($   403,774)     ($   666,945) 
  Net realized gain (loss) on investments sold and foreign currency transactions .............      1,766,848      (    185,856)
  Change in net unrealized appreciation/depreciation  of investments .........................   (    114,479)       14,483,069
                                                                                                  -----------       -----------    
Net Increase in Net Assets Resulting from Operations .........................................      1,248,595        13,630,268
                                                                                                  -----------       -----------
Distributions to Shareholders:                                                               
  Distributions from net realized gain on investments sold                                   
    Class A - ($0.1312 and $0.2685 per share, respectively) ..................................   (     61,866)     (    101,860)
    Class B - ($0.1312 and $0.2685 per share, respectively) ..................................   (    350,267)     (    755,311)
                                                                                                  -----------       -----------
      Total Distributions to Shareholders ....................................................   (    412,133)     (    857,171)
                                                                                                  -----------       -----------
From Fund Share Transactions - Net* ..........................................................      3,478,676      (  5,816,073)
                                                                                                  -----------       -----------
Net Assets:                                                                                  
  Beginning of period ........................................................................     36,720,317        29,763,293
                                                                                                  -----------       -----------
End of period (including net investment loss of $403,774 and none, respectively) .............    $41,035,455       $36,720,317
                                                                                                  ===========       ===========
                                                                                        
* Analysis of Fund Share Transactions:
                                                                                      SIX MONTHS ENDED
                                                                                      JANUARY 31, 1996             YEAR ENDED
                                                                                         (UNAUDITED)             JULY 31, 1995
                                                                                     ------------------        ------------------
                                                                                    
                                                                                     SHARES      AMOUNT        SHARES      AMOUNT
                                                                                     ------      ------        ------      ------
CLASS A
  Shares sold ..................................................................    926,457    $11,970,190    334,726    $3,367,716
  Shares issued to shareholders in reinvestment of distributions ...............      4,495         57,719     10,315        92,837
                                                                                    -------    -----------    -------    ----------
 ...............................................................................    930,952     12,027,909    345,041     3,460,553
  Less shares repurchased ......................................................   (826,830)  ( 10,708,964)  (330,231)  ( 3,351,654)
                                                                                    -------    -----------    -------    ----------
  Net increase .................................................................    104,122    $ 1,318,945     14,810    $  108,899
                                                                                    =======    ===========    =======    ==========
CLASS B
  Shares sold ..................................................................    399,442    $ 5,005,228    214,582    $2,091,432
  Shares issued to shareholders in reinvestment of distributions ...............     25,501        315,955     79,634       696,802
                                                                                    -------    -----------    -------    ----------
 ...............................................................................    424,943      5,321,183    294,216     2,788,234
  Less shares repurchased ......................................................   (256,636)  (  3,161,452)  (951,880)  ( 8,713,206)
                                                                                    -------    -----------    -------    ----------
  Net increase (decrease) ......................................................    168,307    $ 2,159,731   (657,664)  ($5,924,972)
                                                                                    =======    ===========    =======    ========== 
</TABLE>

The  STATEMENT  OF CHANGES  IN NET ASSETS  shows how the value of the Fund's net
assets  have  changed  since  the end of the  previous  period.  The  difference
reflects earnings less expenses, any investment gains and losses,  distributions
paid to  shareholders,  and any  increase  or  decrease  in  money  shareholders
invested in the Fund. The footnote  illustrates  the number of Fund shares sold,
reinvested   and  redeemed   during  the  last  two  periods,   along  with  the
corresponding dollar values.


                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       9
<PAGE>

================================================================================
                              FINANCIAL STATEMENTS

                      John Hancock Funds - Discovery Fund


Financial Highlights
Selected  data for a share of beneficial  interest  outstanding  throughout  the
periods  indicated,  investment  returns,  key ratios and supplemental  data are
listed as follows:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<TABLE>
<CAPTION>
                                                 
                                                 SIX MONTHS ENDED                       YEAR ENDED JULY 31,
                                                 JANUARY 31, 1996     ---------------------------------------------------
                                                   (UNAUDITED)        1995           1994           1993          1992(a)
                                                   -----------        ----           ----           ----          -------     
<S>                                                  <C>            <C>             <C>            <C>           <C>
CLASS A
Per Share Operating Performance
Net Asset Value, Beginning of Period ............    $ 12.95        $  8.56         $ 10.81        $ 8.95        $  9.40
                                                     -------        -------         -------        ------        -------
Net Investment Loss .............................   (   0.10)+     (   0.17)+      (   0.16)+     (  0.16)      (   0.05)
Net Realized and Unrealized Gain (Loss)                                                         
  on Investments and Foreign Currency                                                           
  Transactions ..................................       0.55           4.83        (   0.43)         2.15       (   0.40)
                                                     -------        -------         -------        ------        -------
    Total from Investment Operations ............       0.45           4.66        (   0.59)         1.99       (   0.45)
                                                     -------        -------         -------        ------        -------
Less Distributions:                                                                             
Distributions from Net Realized Gain on                                                         
  Investments Sold ..............................   (   0.13)      (   0.27)       (   1.66)       (  0.13)          --
                                                     -------        -------         -------         ------       -------
Net Asset Value, End of Period ..................    $ 13.27        $ 12.95         $  8.56        $ 10.81       $  8.95
                                                     =======        =======         =======        =======       =======
Total Investment Return at Net Asset Value (c) ..       3.52%(b)      55.80        (   6.45%)        22.33%     (   4.79%)(b)
                                                                                                
Ratios and Supplemental Data                                                                    
Net Assets, End of Period (000's omitted) .......    $ 6,583        $ 5,075         $ 3,226        $ 4,692       $ 3,866
Ratio of Expenses to Average Net Assets .........       1.74%*         2.10%           2.01%          2.17%         1.78%*
Ratio of Net Investment Loss to Average 
  Net Assets ....................................   (   1.51%)*     (  1.73%)      (   1.64%)     (   1.61%)    (   1.20%)*
Portfolio Turnover Rate .........................         73%           118%            108%           148%          138%
                                                                                                
CLASS B                                                                                         
Per Share Operating Performance                                                                 
Net Asset Value, Beginning of Period ............    $ 12.54        $  8.34         $ 10.65        $  8.87       $  8.00
                                                     -------        -------         -------        -------       -------
Net Investment Loss .............................   (   0.14)+     (   0.22)+      (   0.22)+     (   0.23)     (   0.11)
Net Realized and Unrealized Gain (Loss) on                                                      
  Investments and Foreign Currency Transactions .       0.53           4.69        (   0.43)          2.14          0.98
                                                     -------        -------         -------        -------       -------
    Total from Investment Operations ............       0.39           4.47        (   0.65)          1.91          0.87
                                                     -------        -------         -------        -------       -------
Less Distributions:                                                                             
Distributions from Net Realized Gain on                                                         
  Investments Sold ..............................   (   0.13)      (   0.27)       (   1.66)      (   0.13)         --
                                                     -------        -------         -------        -------       -------
Net Asset Value, End of Period ..................    $ 12.80        $ 12.54         $  8.34        $ 10.65       $  8.87
                                                     =======        =======         =======        =======       =======
Total Investment Return at Net Asset Value (c) ..       3.15%(b)      54.97%       (   7.18%)        21.63%        10.88%(b)
                                                                                                
Ratios and Supplemental Data                                                                    
Net Assets, End of Period (000's omitted) .......    $34,452        $31,645         $26,537        $38,672       $34,636
Ratio of Expenses to Average Net Assets .........       2.43%*         2.70%           2.62%          2.86%         2.56%*
Ratio of Net Investment Loss to Average                                                         
  Net Assets ....................................   (   2.20%)*     (  2.34%)      (   2.24%)     (   2.26%)    (   1.56%)*
Portfolio Turnover Rate .........................         73%           118%            108%           148%          138%

</TABLE>

  *  On an annualized basis.
(a)  Class A and Class B shares  commenced  operations  on  January  3, 1992 and
     August 30, 1991, respectively.
(b)  Not annualized.
(c)  Total investment return assumes dividend  reinvestment and does not reflect
     the effect of sales charges.
  +  On average month end shares outstanding.


                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       10

<PAGE>

================================================================================
                              FINANCIAL STATEMENTS

                      John Hancock Funds - Discovery Fund



The SCHEDULE OF INVESTMENTS  is a complete list of all  securities  owned by the
Fund on January 31, 1996.  The main category of securities,  common stocks,  are
further broken down by industry groups. Short-term investments,  which represent
the Funds "cash" position, are listed last.

Schedule of Investments
January 31, 1996 (Unaudited)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

                                                                      MARKET
ISSUER, DESCRIPTION                            NUMBER OF SHARES        VALUE
- -------------------                            ----------------        -----

COMMON STOCKS
Advertising (1.32%)
      CKS Group, Inc.** .......................     15,000           $  540,000
                                                                     ----------
Business Services (15.59%)
      Apollo Group, Inc.** ....................     24,400              908,900
      Alternative Resources Corp.** ...........     47,000            1,351,250
      Central Parking Corp ....................     20,000              577,500
      Corrections Corp of America** ...........     30,000            1,278,750
      PhyCor, Inc.** ..........................     22,500            1,080,000
      PMT Services, Inc.** ....................     60,000            1,200,000
                                                                     ----------
                                                                      6,396,400
                                                                     ----------
Computers (25.00%)
      Baan Company, N.V.** ....................     20,500              889,188
      CBT Group PLC, American Depositary
        Receipt ** ............................     21,000            1,139,250
      Fractal Design Corp.** ..................     40,000              525,000
      HNC Software, Inc.** ....................     22,700            1,316,600
      Iomega Corp.** ..........................     20,000              887,500
      MDL Information Systems, Inc.** .........     30,000              573,750
      Network Appliance, Inc.** ...............     20,000              615,000
      Open Text Corp.** .......................      3,000               49,875
      Phamis, Inc.** ..........................     15,000              391,875
      Project Software & Development, Inc.** ..     20,000              710,000
      Red Brick Systems, Inc.** ...............      4,400              148,500
      Secure Computing Corp.** ................     15,000              583,125
      Sterling Software, Inc.** ...............     15,000              888,750
      Zoran Corp.** ...........................     40,000            1,540,000
                                                                     ----------
                                                                     10,258,413
                                                                     ----------
Electronics (1.29%)
      Aseco Corp.** ...........................     20,000              280,000
      ESS Technology, Inc.** ..................     13,000              250,250
                                                                     ----------
                                                                        530,250
                                                                     ----------
Machine - Diversified (1.42%)
      ASM Lithography Holding, N.V.** .........     13,000              581,750
                                                                     ----------
Medical/Dental (19.24%)
      American Oncology Resources, Inc.** .....     13,000              614,250
      Boston Scientific Corp.** ...............     30,000            1,537,500
      CNS, Inc.** .............................     15,000              256,875
      ESC Medical Systems Ltd.** ..............      7,500              190,312
      Idexx Laboratories, Inc.** ..............     35,000            1,758,750
      i-STAT Corp.** ..........................     10,000              330,000
      InStent, Inc.** .........................     25,000              493,750

Medical/Dental (continued)
      Isolyser Co, Inc.** .....................     18,500           $  249,750
      Myriad Genetics, Inc.** .................     25,000              837,500
      Omnicare, Inc. ..........................     35,000            1,627,500
                                                                     ----------
                                                                      7,896,187
                                                                     ----------
Oil & Gas - Exploration (2.72%)
      Benton Oil & Gas Co.** ..................      6,100               75,487
      Chesapeake Energy Corp.** ...............     22,500            1,040,625
                                                                     ----------
                                                                      1,116,112
                                                                     ----------
Pharmaceuticals (4.23%)
      Dura Pharmaceuticals, Inc.** ............     30,000            1,155,000
      Elan Corp.PLC, American Depositary
      Receipt** ...............................     10,000              580,000
                                                                     ----------
                                                                      1,735,000
                                                                     ----------
Photo Equipment (2.24%)
      Seattle Filmworks, Inc.** ...............     40,000              920,000
                                                                     ----------
Publishing - Newspaper (1.64%)
      Desktop Data, Inc.** ....................     25,000              675,000
                                                                     ----------
Retail (10.94%)
      Elkjop Norge AS (Norway) ................     14,300              294,210
      Garden Ridge Corp.** ....................     20,400              673,200
      Global DirectMail Corp.** ...............     14,200              395,825
      Henry Schein, Inc.** ....................     25,000              737,500
      Micro Warehouse, Inc.** .................     10,300              386,250
      Next PLC (United Kingdom) ...............     97,000              671,269
      PetSmart, Inc.** ........................     32,000              976,000
      Strawbridge & Clothier - Class A ........     14,500              355,250
                                                                     ----------
                                                                      4,489,504
                                                                     ----------
Restaurants/Food Service (1.91%)
      Rainforest Cafe, Inc.** .................     28,000              784,000
                                                                     ----------
Telecommunications (6.47%)
      CMG Information Services, Inc.** ........     10,000              592,500
      DSP Communications, Inc.** ..............     25,000            1,075,000


                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       11
<PAGE>

                                                                      MARKET
ISSUER, DESCRIPTION                            NUMBER OF SHARES        VALUE
- -------------------                            ----------------        -----

Telecommunications (continued)
      Omnipoint Corp.** ......................      25,000          $   512,500
      Palmer Wireless, Inc.** ................      11,500              195,500
      P-Com, Inc.** ..........................      20,000              280,000
                                                                    -----------
                                                                      2,655,500
                                                                    -----------
Textiles - Apparel Manufacturing (1.85%)
      Tommy Hilfiger Corp.** .................      20,000              760,000
                                                                    -----------
                     TOTAL COMMON STOCK
                     (Cost $24,223,445) ......     (95.86%)          39,338,116
                                                                    -----------

                                        INTEREST           PAR VALUE
                                          RATE          (000'S OMITTED)
                                          ----          ---------------

SHORT-TERM INVESTMENTS
Joint Repurchase Agreement (3.59%)
  Investment  in  a  joint  repurchase  
    agreement  transaction  with  
    Lehman Brothers,  Inc. -
    Dated  01-31-96,  Due 02-01-96  
    (secured by U.S. Treasury Bond,  
    7.250% due  05-15-16,  8.875% 
    due  02-15-19,  6.250% due  
    08-15-23, 7.500% due 11-15-16 
    and 11.875% due 11-15-03) -
    Note A ............................   5.92%          1,472        1,472,000
                                                                    -----------
           TOTAL SHORT-TERM INVESTMENTS                 ( 3.59%)      1,472,000
                                                         ------     -----------
                      TOTAL INVESTMENTS                 (99.45%)    $40,810,116
                                                         ======     ===========

** Non-income producing security.
The  percentage  shown for each  investment  category is the total value of that
category as a percentage of net assets of the fund.

Portfolio Concentration (Unaudited)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

The Discovery Fund invests  primarily in securities  issued in the United States
of America.  The  performance  of the Fund is closely  tied to the  economic and
financial conditions within the countries in which it invests. The concentration
of investments by industry  category for individual  securities held by the Fund
is  shown  in  the  schedule  of  investments.  In  addition,  concentration  of
investments  can be aggregated by various  countries.  The table below shows the
percentages  of the Fund's  investments  at January 31, 1996 assigned to country
categories.

                                               MARKET VALUE
                                               OF SECURITIES
                                              AS A PERCENTAGE
                                                 OF FUND'S
COUNTRY DIVERSIFICATION                         NET ASSETS
- -----------------------                         ----------
Norway .......................................    0.72%
United Kingdom ...............................    1.64
United States ................................   97.09
                                                 -----
                             TOTAL INVESTMENTS   99.45%
                                                 =====

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       12

<PAGE>

================================================================================
                         NOTES TO FINANCIAL STATEMENTS

                      John Hancock Funds - Discovery Fund


(UNAUDITED) 
NOTE A--
ACCOUNTING POLICIES 

Freedom Investment Trust III (the "Trust") is an open-end management  investment
company, registered under the Investment Company Act of 1940. The Trust consists
of  one  series  portfolio:  John  Hancock  Discovery  Fund  (the  "Fund").  The
investment objective of the Fund is to achieve long-term growth of capital.
        
   The  Trustees  have  authorized  the issuance of two classes of shares of the
Fund,  designated  as Class A and  Class B  shares.  The  shares  of each  class
represent an interest in the same  portfolio of investments of the Fund and have
equal rights to voting,  redemptions,  dividends  and  liquidation,  except that
certain  expenses,  subject  to the  approval  of the  Trustees,  may be applied
differently  to each class of shares in accordance  with current  regulations of
the  Securities  and  Exchange  Commission  and the  Internal  Revenue  Service.
Shareholders  of a class which  bears  distribution/service  expenses  under the
terms of a distribution  plan, have exclusive voting rights to such distribution
plan. Significant accounting policies of the Fund are as follows:

VALUATION OF  INVESTMENTS  Securities in the Fund's  portfolio are valued on the
basis of market quotations,  valuations provided by independent pricing services
or, at fair value as  determined  in good faith in  accordance  with  procedures
approved by the Trustees.  Short-term debt  investments  maturing within 60 days
are valued at amortized  cost which  approximates  market  value.  All portfolio
transactions  initially  expressed  in terms of  foreign  currencies  have  been
translated  into U.S.  dollars as  described in "Foreign  Currency  Translation"
below.

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

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

FEDERAL INCOME TAXES The Fund's policy is to comply with the requirements of the
Internal Revenue Code that are applicable to regulated  investment companies and
to  distribute  all of its taxable  income,  including  any net realized gain on
investment,  to its shareholders.  Therefore, no federal income tax provision is
required. For federal income tax purposes, the Fund has $184,368 of capital loss
carryforward available, to the extent provided by regulations,  to offset future
net realized capital gains. If such carryforward is used by the Fund, no capital
gain distributions will be made. The carryforward expires July 31, 2003.

DIVIDENDS,  DISTRIBUTIONS AND INTEREST Dividend income on investment  securities
is recorded on the ex-dividend date, or, in the case of some foreign securities,
on the date  thereafter  when the Fund is made aware of the  dividend.  Interest
income on investment securities is recorded on the accrual basis. Foreign income
may be subject to foreign withholding taxes which are accrued as applicable. The
Fund records all  distributions to shareholders  from net investment  income and
realized gains on the  ex-dividend  date. Such  distributions  are determined in
conformity with income tax regulations, which may differ from generally accepted
accounting principles.  Dividends paid by the Fund with respect to each class of
shares will be  calculated  in the same manner,  at the same time and will be in
the  same  amount,  except  for the  effect  of  expenses  that  may be  applied
differently to each class as explained previously.

CLASS  ALLOCATIONS  Income,  common  expenses and realized and unrealized  gains
(losses) are  determined at the Fund level and allocated  daily to each class of
shares  based  on  the  appropriate  net  assets  of  the  respective   classes.
Distribution/service fees, if any, are calculated daily at the class level based
on the  appropriate  net assets of each  class and the  specific  expense  rates
applicable to each class.


                                       13
<PAGE>

================================================================================
                         NOTES TO FINANCIAL STATEMENTS

                      John Hancock Funds - Discovery Fund


ORGANIZATION  EXPENSE  Expenses  incurred in connection with the organization of
the Fund have been  capitalized  and are being  charged  ratably  to the  Fund's
operations  over  a  five-year  period  that  began  with  the  commencement  of
investment  operations of the Fund.  

FOREIGN CURRENCY  TRANSLATION All assets or liabilities  initially  expressed in
terms of foreign  currencies  are translated  into U.S.  dollars based on London
currency  exchange  quotations as of 5:00 p.m.,  London time, on the date of any
determination  of the  net  asset  value  of the  Fund.  Transactions  affecting
statement of operations  accounts and net realized  gain/loss on investments are
translated at the rates  prevailing at the dates of the  transactions.  

   The Fund does not isolate that portion of the results of operations resulting
from changes in foreign  exchange  rates on  investments  from the  fluctuations
arising from changes in market prices of securities held. Such  fluctuations are
included with the net realized and unrealized gain or loss from investments.

   Reported net realized  foreign  exchange  gains or losses arise from sales of
foreign  currency,  currency  gains or  losses  realized  between  the trade and
settlement  dates on  securities  transactions  and the  difference  between the
amounts of dividends,  interest,  and foreign  withholding taxes recorded on the
Fund's books and the U.S. dollar  equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains and losses arise from changes in the
value of assets and liabilities other than investmen ts in securities, resulting
from changes in the exchange rate.

NOTE B -
MANAGEMENT FEE AND
TRANSACTIONS WITH AFFILIATES AND OTHERS

Under the present investment  management  contract,  effective December 1, 1995,
the  Fund  pays  a  monthly  management  fee to the  Adviser,  for a  continuous
investment  program  equivalent,  on an annual basis, to the sum of (a) 0.75% of
the first $750,000,000 of the Fund's average daily net asset value and (b) 0.70%
of the Fund's average daily net asset value in excess of $750,000,000.
        
   Prior to  December  1, 1995,  the Fund paid a monthly  management  fee to the
Adviser, for a continuous investment program equivalent,  on an annual basis, to
the sum of (a) 1.00% of the first  $250,000,000  of the Fund's average daily net
asset  value,  (b) 0.80% of the next  $250,000,000  and (c) 0.75% of the  Fund's
average daily net asset value in excess of $500,000,000.
        
   In the event  normal  operating  expenses of the Fund,  exclusive  of certain
expenses  prescribed by state law, are in excess of the most  restrictive  state
limit where the Fund is registered to sell shares of  beneficial  interest,  the
fee payable to the Adviser will be reduced to the extent of such excess, and the
Adviser will make additional  arrangements  necessary to eliminate any remaining
excess  expenses.  The current  limits are 2.5% of the first  $30,000,000 of the
Fund's average daily net asset value, 2.0% of the next $70,000,000,  and 1.5% of
the remaining average daily net asset value.
        
   The Fund has a  distribution  agreement  with John Hancock  Funds,  Inc. ("JH
Funds"), a wholly-owned  subsidiary of the Adviser. For the period ended January
31,  1996,  net sales  charges  received  with regard to sales of Class A shares
amounted  to  $32,745.  Out of this  amount,  $5,343 was  retained  and used for
printing prospectuses,  advertising, sales literature and other purposes, $3,762
was paid as sales commissions to unrelated  broker-dealers  and $23,640 was paid
as sales  commissions  to sales  personnel  of John Hancock  Distributors,  Inc.
("Distributors"),  Tucker Anthony,  Incorporated  ("Tucker Anthony") and Sutro &
Co., Inc.  ("Sutro"),  all of which are  broker-dealers.  The Adviser's indirect
parent,  John  Hancock  Mutual Life  Insurance  Company,  is the  indirect  sole
shareholder of Distributors and John Hancock Freedom Securities  Corporation and
its subsidiaries, which include Tucker Anthony and Sutro.
        
   Class B shares  which  are  redeemed  within  six years of  purchase  will be
subject to a  contingent  deferred  sales  charge  ("CDSC") at  declining  rates
beginning  at 5.0% of the  lesser  of the  current  market  value at the time of
redemption or the original purchase cost of the shares being redeemed.  Proceeds
from the CDSC  are paid to JH Funds  and are used in whole or in part to  defray
its expenses related to


                                       14
<PAGE>

================================================================================
                         NOTES TO FINANCIAL STATEMENTS

                      John Hancock Funds - Discovery Fund


providing  distribution related services to the Fund in connection with the sale
of Class B shares.  For the period ended  January 31, 1996  contingent  deferred
sales charges received by JH Funds amounted to $23,339.
        
   In  addition,  to  compensate  JH  Funds  for the  services  it  provides  as
distributor of shares of the Fund, the Fund has adopted  Distribution Plans with
respect  to Class A and Class B  pursuant  to Rule  12b-1  under the  Investment
Company Act of 1940.  Accordingly,  the Fund will make  payments to JH Funds for
distribution and service expenses at an annual rate not to exceed 0.30% of Class
A average  daily net assets and 1.00% of Class B average  daily net  assets,  to
reimburse JH Funds for its distribution/service  costs. Up to a maximum of 0.25%
of these  payments may be service  fees as defined by the amended  Rules of Fair
Practice of the National  Association of Securities  Dealers.  Under the amended
Rules of Fair  Practice,  curtailment  of a portion of the Fund's 12b-1 payments
could occur under certain circumstances.
        
   The Fund has a transfer agent agreement with John Hancock  Investor  Services
Corporation  ("Investor  Services"),  a wholly-owned  subsidiary of The Berkeley
Financial Group.  Prior to October 1, 1995, the Fund paid transfer agent fees as
a class specific expense based on the number of shareholder accounts and certain
out-of-pocket  expenses.  For the two  months  ended  September  30,  1995,  the
transfer expense, calculated as a class specific expense, was $3,576 for Class A
and $14,720 for Class B, respectively. Effective October 1, 1995, transfer agent
expense is a fund  expense.  

   Messrs.  Edward J.  Boudreau,  Jr. and Richard S.  Scipione are directors and
officers  of the  Adviser,  and/or its  affiliates,  as well as a Trustee of the
Fund. The compensation of unaffiliated  Trustees is borne by the Fund. Effective
with the fees paid for 1995,  the  unaffiliated  Trustees may elect to defer for
tax purposes their receipt of this compensation  under the John Hancock Group of
Funds Deferred  Compensation  Plan. The Fund makes  investments  into other John
Hancock funds, as applicable, to cover its liability with regard to the deferred
compensation.  Investments to cover the Fund's deferred  compensation  liability
are recorded on the Fund's books as an other  asset.  The deferred  compensation
liability  is  marked to market on a  periodic  basis and  income  earned by the
investment is recorded on the Fund's books.

NOTE C -
INVESTMENT TRANSACTIONS

Purchases and proceeds from sales of securities,  other than  obligations of the
U.S.  government and its agencies and short-term  securities,  during the period
ended January 31, 1996,  aggregated  $28,274,959 and $27,445,582,  respectively.
There were no purchases or sales of obligations  of the U.S.  government and its
agencies during the period ended January 31, 1996.
        
   The cost of  investments  owned at January 31,  1996 for  federal  income tax
purposes was  $25,695,445.  Gross  unrealized  appreciation  and depreciation of
investments aggregated  $15,592,752 and $478,081 respectively,  resulting in net
unrealized appreciation of $15,114,671.


                                       15
<PAGE>

================================================================================
                             ADDITIONAL INFORMATION

                      John Hancock Funds - Discovery Fund


SHAREHOLDER MEETING

On  November  15,  1995,  a Special  Meeting of the Fund was held to approve the
terms of a new Investment Management Contract,  including a reduction in the fee
payable  by the  Fund  for  investment  management  services.  The  votes  were:
1,475,134 FOR, 3,308 AGAINST,  and 56,205 ABSTAINING.  

   The shareholders voted to amend the Fund's fundamental  investment  objective
and redesignate it as non-fundamental, with the votes as follows: 1,237,850 FOR,
41,462  AGAINST,  and 78,597  ABSTAINING.  

   The shareholders voted to amend the Fund's fundamental investment restriction
with regard to short sales,  with the votes as follows:  1,171,240 FOR,  103,955
AGAINST,  and  82,713  ABSTAINING.  

   The shareholders voted to amend the Fund's fundamental investment restriction
with  regard  to  lending  portfolio  securities,  with the  votes  as  follows:
1,156,752 FOR, 111,796 AGAINST, and 89,361 ABSTAINING. 

   The shareholders  voted to elect eighteen  Trustees,  effective July 1, 1996,
with the votes as follows:


                                                       WITHHELD
                                        FOR           AUTHORITY
                                        ---           ---------
Dennis S. Aronowitz..........        1,472,921         61,727
William A. Barron, III.......        1,471,511         63,137
Edward J. Boudreau, Jr.......        1,474,651         59,997
Richard P. Chapman, Jr.......        1,473,880         60,768
William J. Cosgrove..........        1,473,773         60,875
Douglas M. Costle............        1,474,484         60,164
Leland O. Erdahl.............        1,474,376         60,271
Richard A. Farrell...........        1,474,651         59,997
Gail D. Fosler...............        1,473,853         60,795
William F. Glavin............        1,470,740         63,908
Patrick Grant................        1,471,511         63,137
Bayard Henry.................        1,474,651         59,997
Ralph Lowell, Jr.............        1,471,511         63,137
Patti McGill Peterson........        1,473,804         60,844
Dr. John A. Moore............        1,471,150         63,498
John W. Pratt................        1,474,376         60,271
Richard S. Scipione..........        1,473,015         61,633
Edward J. Spellman...........        1,473,282         61,366


                                       16

<PAGE>

================================================================================
                                     NOTES

                      John Hancock Funds - Discovery Fund





























                                       17

<PAGE>

================================================================================
                                     NOTES

                      John Hancock Funds - Discovery Fund






























                                       18
<PAGE>

================================================================================
                                     NOTES

                      John Hancock Funds - Discovery Fund
















































                                       19


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[LOGO] JOHN HANCOCK FUNDS                                   Bulk Rate
       A Global Investment Management Firm                U.S. Postage
101 HUNTINGTON AVENUE BOSTON, MA 02199-7603                   PAID
                                                          Brockton, MA
                                                         Permit No. 582















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


[RECYCLE BUG] Printed on Recycled Paper                     JHD 340SA 1/96 3/96




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