FREEDOM INVESTMENT TRUST III
N-30D, 1996-09-19
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                               John Hancock Funds
- --------------------------------------------------------------------------------










                                   Discovery
                                      Fund








                                 ANNUAL REPORT


                                 July 31, 1996
<PAGE>

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

                                    TRUSTEES
                            EDWARD J. BOUDREAU, JR.
                                    Chairman
                              DENNIS S. ARONOWITZ*
                            RICHARD P. CHAPMAN, JR.*
                              WILLIAM J. COSGROVE*
                               DOUGLAS M. COSTLE*
                               LELAND O. ERDAHL*
                              RICHARD A. FARRELL*
                                GAIL D. FOSLER*
                               WILLIAM F. GLAVIN*
                                ANNE C. HODSDON
                               DR. JOHN A. MOORE*
                             PATTI MCGILL PETERSON*
                                 JOHN W. PRATT*
                              RICHARD S. SCIPIONE
                                EDWARD SPELLMAN*
                        *Members of the Audit Committee
                                    OFFICERS
                            EDWARD J. BOUDREAU, JR.
                      Chairman and Chief Executive Officer
                               ROBERT G. FREEDMAN
                               Vice Chairman and
                            Chief Investment Officer
                                ANNE C. HODSDON
                                   President
                                JAMES B. LITTLE
                           Senior Vice President and
                            Chief Financial Officer
                                SUSAN S. NEWTON
                          Vice President and Secretary
                               JAMES J. STOKOWSKI
                          Vice President and Treasurer
                               THOMAS H. CONNORS
                  Second Vice President and Compliance Officer
                                   CUSTODIAN
                         INVESTORS BANK & TRUST COMPANY
                                89 SOUTH STREET
                          BOSTON, MASSACHUSETTS 02111
                                 TRANSFER AGENT
                   JOHN HANCOCK INVESTOR SERVICES CORPORATION
                                 P.O. BOX 9116
                        BOSTON, MASSACHUSETTS 02205-9116
                               INVESTMENT ADVISER
                          JOHN HANCOCK ADVISERS, INC.
                             101 HUNTINGTON AVENUE
                        BOSTON, MASSACHUSETTS 02199-7603
                             PRINCIPAL DISTRIBUTOR
                            JOHN HANCOCK FUNDS, INC.
                             101 HUNTINGTON AVENUE
                        BOSTON, MASSACHUSETTS 02199-7603
                                 LEGAL COUNSEL
                                  HALE AND DORR
                                60 STATE STREET
                          BOSTON, MASSACHUSETTS 02109
                              INDEPENDENT AUDITORS
                               ERNST & YOUNG LLP
                              200 CLARENDON STREET
                           BOSTON, MASSACHUSETTS 02116

                               CHAIRMAN'S MESSAGE


DEAR FELLOW SHAREHOLDERS: 

Since late 1994, prospectus  simplification has been a major topic in the mutual
fund industry.  At that time, Securities and Exchange Commission Chairman Arthur
Levitt called on fund companies to make their  prospectuses more  user-friendly.
He noted that  prospectuses  are often  overloaded with technical detail and are
hard for most  investors to  understand.  Many industry  observers  agreed,  and
rightly so.
        
     So it is my pleasure to let you know that John Hancock Funds has introduced
a series of new prospectuses. The first, covering the John Hancock growth funds,
made  its  debut  on July 1 after  being  under  development  for a year.  It is
simplified,  using  shorter,  clearer  language with a streamlined  design,  and
consolidated,  incorporating  several funds with similar  investment  objectives
into one document. We are excited about our new prospectus because we believe it
is a bold but sensible  step  forward.  And while it is easier to read, it still
complies with all federal and state guidelines.

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

     We have  taken the  initiative  to create a  prospectus  that  dramatically
departs from the norm.  Among its most innovative  features is a two-page spread
highlighting each fund's goals and investment strategy,  the types of securities
it buys,  its portfolio  management and risk factors,  all in plainer  language.
Fund expenses and financial  highlights are now found here, too, as is a new bar
chart that shows year-to-year volatility for each fund. Other features include a
better  presentation of fund services,  a new glossary of investment risks and a
discussion  about how funds  are  organized,  including  a diagram  showing  the
connection of the various players that provide services to your Hancock fund(s).
        
     We also have  similar  prospectuses  for our  growth  and  income,  income,
tax-free income and international/global funds; a money market funds prospectu s
is due  December  1. We believe we have made a  significant  advancement  in the
drive toward better mutual fund prospectuses.  We hope you will agree because in
the end, we did it for you, our shareholders.

Sincerely,

/s/ Edward J. Boudreau, Jr., 

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

                                       2

<PAGE>

                   BY BERNICE S. BEHAR, CFA, PORTFOLIO MANAGER

                                  John Hancock
                                 Discovery Fund

                     Bumpy road doesn't deter growth stocks
                     --------------------------------------

Growth  stocks  blazed a new trail over the past 12 months,  although that trail
wasn't without its share of bumps and potholes. In the last five months of 1995,
the road was  relatively  smooth  as U.S.  companies  reported  strong  earnings
against the backdrop of low interest rates, low inflation and moderate  economic
growth.

     But in early 1996,  investors came upon a fork in the road.  Some observers
argued  that stock  prices were too high and needed to  readjust  downward,  and
others argued for still higher stock prices. Signs that the economy was starting
to heat up, which investors  feared would ignite  inflation and ultimately force
interest  rates  higher,  supported  the case for  lower  stock  prices.  Higher
interest rates often translate into lower earnings for growth companies, many of
whom depend on  borrowed  capital to sustain  that  growth.  However,  investors
shunned  most of their  interest-rate  worries and focused  instead on the large
amount of cash that was flowing into the U.S.  stock  market.  As equity  mutual
funds N the  primary  beneficiary  of all that cas h N  received  more  money to
invest,  their managers were under pressure to maintain their exposure to stocks
in order to  participate  in the very rally that the new cash was causing.  That
trend  continued  to feed on itself  until early summer and it sent stock prices
higher, despite the fact that interest rates were rising.

     It took some time for the market to digest  all the new money.  But when it
did,  investors  became more focused on the negative  impact of higher rates and
experienced  a fairly  sizable  correction  in early July.  However,  the market
retraced  some of those losses by the end of the month as inflation  fears waned
and second-quarter company earnings came in at surprisingly strong levels.

- --------------------------------------------------------------------------------
"Growth stocks blazed a new trail over the past 12 months..."
- --------------------------------------------------------------------------------

[A 2" x 3 1/4" photo of Fund  management  team at bottom right.  Caption  reads:
"Bernice S. Behar and Fund Management Team member Andrew Slabin."]

                                       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) PMT Services 2.7% 2) DSP Communications  2.5%
3) Cityscape  Financial 2.5% 4)  Corrections  Corp. of America 2.3% 5) CBT Group
PLC 2.3%.  A footnote  below reads:  "As a percentage  of net assets on July 31,
1996."]

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

"...retail  companies  have been some of the market's best  performers so far in
1996..."
- --------------------------------------------------------------------------------

        John  Hancock  Discovery  Fund did well both on an absolute and relative
basis over the past 12 months.  For the year  ended  July 31,  1996,  the Fund's
Class A and Class B shares had total returns of 17.72% and 16.85%, respectively,
at net asset value.  That handily  outpaced the average  growth fund's return of
9.72% for the same period,  according to Lipper Analytical Services.1 Please see
pages six and seven for longer-term performance information.

Focus on productivity enhancers
While technology stocks experienced several periods of volatility throughout the
year, many of them were some of the Fund's best  performers.  Early on, the Fund
benefited from its holdings in semiconductor and Internet-related stocks. But as
their stock prices reached levels that seemed  unrealistic  given their earnings
prospects,  we focused  instead on companies  that aided in improving  workplace
productivity.  One of our largest and best  performers  in this category was CBT
Group  PLC,  which   provides   interactive   software   designed  for  business
information-technology   education  and  training.   The  company  develops  and
publishes a library of more than 160 software titles that focus on client/server
technologies and are delivered on networked and stand-alone  personal computers.
CBT Group has entered into  alliances  with Lotus,  Novell,  Microsoft  and most
recently, cisco Systems to develop and market product-training programs. Another
of our top holdings and strong  performers was HNC Software,  which develops and
produces  client/server  software used in decision-making  applications,  retail
inventory  management,  merchant  risk and  bank-lending  decisions.  Also,  the
company makes software products that detect credit- and debit-card fraud. During
the past six months we added Shiva Corp.,  a dominant  supplier of LAN switching
technology,  which  hooks up remote  users to  corporate  networks.  Despite its
recent  volatility,  we believe that selected  technology  companies  like these
continue to offer some of the most attractive growth opportunities in the market
today.
        In the lean and  mean  1990s,  outsourcing  jobs and  tasks  has been an
increasingly  popular way for  corporations  to improve their  profits.  To take
advantage  of the trend  toward  outsourcing,  we added  fast-growing  companies
including   APAC   Teleservices   and   AccuStaff.   APAC  provides   outsourced
telephone-based  sales,  marketing,   and   customer-management   services.  Its
customers  include   credit-card  issuers  and   telecommunications   companies.
AccuStaff provides temporary staffing personnel to businesses,

[Table  entitled  "Scorecard" at bottom of left hand column.  The header for the
left  column  is  "Investments";  the  header  for the right  column is  "Recent
performance  ... and what's  behind the  numbers." The first listing is PetSmart
followed by an up arrow and the phrase  "Expansion  boosts earnings." The second
listing is Shiva Corp.  followed by an up arrow and the phrase  "Leader in local
area network (LAN) technology." The third listing is Myriad Genetics followed by
a down  arrow and the  phrase  "Hurt by weak  performance  of the  biotechnology
sector."  Footnote  below  reads:  "See  "Schedule of  Investments."  Investment
holdings are subject to change."]

                                       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 year ended July 31,  1996." The chart is
scaled in increments of 5% from bottom to top, with 20% at the top and 0% at the
bottom.  Within the chart,  there are three solid bars. The first represents the
17.72%  total  return  for John  Hancock  Discovery  Fund:  Class A. The  second
represents the 16.85% total return for John Hancock Discovery Fund: Class B. The
third  represents  the 9.27% total return for the average  small-company  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
fund is tracked by Lipper Analytical Services. See following page for historical
performance information."]

service  organizations and governmental agencies for professional duties such as
accounting,  computer  systems  analysis,  and  services  related  to  telephone
communications.  The company has benefited from the fact that more companies are
using these workers on a long-term basis as part of their regular staff,  rather
than using these  temporary  personnel  just to fill a position of someone who's
sick or recently quit.

Other opportunities
After spending  several years out of favor and  underperforming  the market as a
whole, retail companies have been some of the market's best performers so far in
1996.  Several of our  holdings  in this area did quite well  during the period.
Some of our favorites were casual menswear  clothing  companies Mossimo Inc. and
Tommy  Hilfiger,  both of  which  benefited  from the move  toward  more  casual
business clothing. You may recall that in November 1995,  shareholders v oted to
expand  the  Fund's   investment   universe  to  include  not  only  small-  and
medium-sized  companies,  but  also  large  capitalization  stocks.  One  recent
addition in the mid-cap retail arena was PetSmart which operates a chain of more
than 250 stores that carry about  12,000  items  including  pet food,  collars ,
leashes, health aids, shampoos, medications, toys and animal carriers.

     Competitive and  cost-cutting  pressures on the  health-care  industry took
their toll on  health-care  company  earnings  this year, so we pared backed our
stake in this area. However, we did find some opportunities among companies that
help  health-care  providers  control costs.  Examples  include Omnicare and NCS
HealthCare,  which  provide  a number  of  pharmaceutical-related  services  for
nursing homes.

- --------------------------------------------------------------------------------
Fund keeps focus on companies growing earnings by 20-25%.
- --------------------------------------------------------------------------------

Strategy
In our view, the correction the market  experienced in July was well overdue and
healthy.  Prior to July,  many stocks had become quite pricey  relative to their
earnings  prospects.  The  correction  helped  return most stock  prices to more
realistic  levels.  But it's important to remember that while stock prices fell,
the business fundamentals of companies didn't change and that bodes well for the
future.  We'll continue to look for companies that meet our investment criteria:
a profitable  position or niche in the  marketplace,  a capable  management team
with  vision and the  ability  to execute  that  vision,  and a track  record of
growing their earnings by at least 20-25% annually.

     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.

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

                                       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 June 30, 1996

                                                       ONE     LIFE OF
                                                       YEAR      FUND
                                                       ----      ----
John Hancock Discovery Fund: Class A                  46.38%    116.50%(1)
John Hancock Discovery Fund: Class B                  47.93%    156.56%(2)

- --------------------------------------------------------------------------------
                          AVERAGE ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
For the period ended June 30, 1996

                                                       ONE     LIFE OF
                                                       YEAR      FUND
                                                       ----      ----
  John Hancock Discovery Fund: Class A                46.38%     18.76%(1)
  John Hancock Discovery Fund: Class B                47.93%     21.54%(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 July 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
$19,984 as of July 31, 1996. The second line represents the Discovery Fund after
sales  charge  and is equal to  $18,994  as of July 31,  1996.  The  third  line
represents  the value of the  Standard & Poor's 500 Stock  Index and is equal to
$17,365 as of July 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 $22,667 as of July 31, 1996. The second line represents
the  Discovery  Fund  after  contingent  deferred  sales  charge and is equal to
$22,467 as of July 31, 1996. The third line represents the value of the Standard
& Poor's 500 Stock Index and is equal to $18,504 as of July 31, 1996.]

                                       7

<PAGE>

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

                      John Hancock Funds - Discovery Fund


Statement of Assets and Liabilities
July 31, 1996
- --------------------------------------------------------------------------------

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 July 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.

Assets:
  Investments at value - Note C:
    Common stocks (cost - $75,827,080)..........................   $ 89,925,904
    Short-term investments (cost - $10,247,000) ................     10,247,000
    Corporate savings account.... ..............................          8,252
                                                                   ------------
 ...............................................................    100,181,156
  Receivable for investments sold ..............................      1,907,625
  Receivable for shares sold..... ..............................        670,097
  Dividends and interest receivable ............................          7,243
  Deferred organization expenses - Note A ......................          1,151
  Other assets................... ..............................          1,087
                                                                   ------------
                                   Total Assets ................    102,768,359
                                   --------------------------------------------
Liabilities:
  Payable for investments purchased ............................      1,984,631
  Payable for shares repurchased. ..............................         28,985
  Payable to John Hancock Advisers, Inc. and
    affiliates - Note B ........................................         89,809
  Accounts payable and accrued expenses ........................         65,051
                                                                   ------------
                                   Total Liabilities ...........      2,168,476
                                   --------------------------------------------
Net Assets:
  Capital paid-in ..............................................     85,347,570
  Accumulated net realized gain on investments and
  foreign currency transactions.................................      1,153,402
  Net unrealized appreciation of investments ...................     14,098,911
                                                                   ------------
                                   Net Assets ..................   $100,599,883
                                   ============================================

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 - $32,009,184/2,121,028 ..............................   $      15.09
  =============================================================================
  Class B - $68,590,699/4,730,847 ..............................   $      14.50
  =============================================================================
Maximum Offering Price Per Share*
  Class A - ($15.09 x 105.26%)..................................   $      15.88
  =============================================================================

* 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
Year ended July 31, 1996
- --------------------------------------------------------------------------------
Investment Income:
  Interest......................................................      $ 218,223
  Dividends (net of foreign withholding taxes of $3,257)........         39,676
                                                                      ---------
                                                                        257,899
                                                                      ---------
  Expenses:
    Investment management fee - Note B..........................        455,664
    Distribution/service fee - Note B
      Class A...................................................         41,850
      Class B...................................................        426,103
    Transfer agent fee - Note B.................................        122,389
    Registration and filing fees................................         69,843
    Custodian fee...............................................         42,793
    Printing....................................................         39,116
    Auditing fee................................................         32,850
    Organization expense - Note A...............................         14,659
    Legal fees..................................................         13,640
    Trustees' fees..............................................          8,159
    Miscellaneous...............................................          2,710
                                                                      ---------
                                   Total Expenses...............      1,269,776
                                   --------------------------------------------
                                   Net Investment Loss              ( 1,011,877)
                                   --------------------------------------------
Realized and Unrealized Gain (Loss) on Investments and
Foreign Currency Transactions
  Net realized gain on investments sold.........................      1,749,903
  Net realized gain on foreign currency transactions............          1,902
  Change in net unrealized appreciation/depreciation
    of investments..............................................    ( 1,130,239)
                                                                     ----------
                                   Net Realized and Unrealized
                                   Gain on Investments and
                                   Foreign Currency Transactions        621,566
                                   --------------------------------------------
                                   Net Decrease in Net Assets
                                   Resulting from Operations....    ($  390,311)
                                   ============================================

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       8
<PAGE>

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

                      John Hancock Funds - Discovery Fund
<TABLE>
<CAPTION>

Statement of Changes in Net Assets
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                    YEAR ENDED       YEAR ENDED
                                                                                                      JULY 31,         JULY 31,
                                                                                                        1995             1996
                                                                                                    -----------     ------------
<S>                                                                                                      <C>            <C>       
Increase (Decrease) in Net Assets:
From Operations:
  Net investment loss....................................................................          ($   666,945)   ($  1,011,877)
  Net realized gain (loss) on investments sold and foreign currency transactions.........          (    185,856)       1,751,805
  Change in net unrealized appreciation/depreciation of investments......................            14,483,069    (   1,130,239)
                                                                                                    -----------     ------------
  Net Increase (Decrease) in Net Assets Resulting from Operations........................            13,630,268    (     390,311)
                                                                                                    -----------     ------------

Distributions to Shareholders:
  Distributions from net realized gain on investments sold
    Class A - ($0.2685 and $0.1312 per share, respectively)..............................          (    101,860)   (      61,866)
    Class B - ($0.2685 and $0.1312 per share, respectively)..............................          (    755,311)   (     350,267)
                                                                                                    -----------     ------------
      Total Distributions to Shareholders................................................          (    857,171)   (     412,133)
                                                                                                    -----------     ------------

From Fund Share Transactions - Net*......................................................          (  5,816,073)      64,682,010
                                                                                                    -----------     ------------
Net Assets:
  Beginning of period....................................................................            29,763,293       36,720,317
                                                                                                    -----------     ------------
  End of period..........................................................................           $36,720,317     $100,599,883
                                                                                                    ===========     ============
</TABLE>
* Analysis of Fund Share Transactions:
<TABLE>
<CAPTION>
                                                                              YEAR ENDED                     YEAR ENDED
                                                                            JULY 31, 1995                  JULY 31, 1996
                                                                         ----------------------     ----------------------------
                                                                          SHARES       AMOUNT          SHARES          AMOUNT
                                                                         -------     ----------     -----------     ------------
<S>                                                                        <C>            <C>            <C>            <C>
CLASS A
  Shares sold........................................................    334,726     $3,367,716       6,629,390     $105,087,816
  Shares issued to shareholders in reinvestment of distributions.....     10,315         92,837           4,495           57,719
                                                                         -------     ----------     -----------     ------------
                                                                         345,041      3,460,553       6,633,885      105,145,535
  Less shares repurchased............................................   (330,231)   ( 3,351,654)   (  4,904,679)   (  76,082,263)
                                                                         -------     ----------     -----------     ------------
  Net increase.......................................................     14,810     $  108,899       1,729,206     $ 29,063,272
                                                                         =======     ==========     ===========     ============
CLASS B
  Shares sold........................................................    214,582     $2,091,432       3,295,866     $ 51,516,179
  Shares issued to shareholders in reinvestment of distributions.....     79,634        696,802          25,501          315,955
                                                                         -------     ----------     -----------     ------------
                                                                         294,216      2,788,234       3,321,367       51,832,134
  Less shares repurchased............................................   (951,880)   ( 8,713,206)   (  1,113,915)   (  16,213,396)
                                                                         -------     ----------     -----------     ------------
  Net increase (decrease)............................................   (657,664)   ($5,924,972)      2,207,452     $ 35,618,738
                                                                         =======     ==========     ===========     ============
</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>
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                          YEAR ENDED JULY 31,
                                                                      ----------------------------------------------------------
                                                                      1992(1)(6)      1993       1994         1995         1996
                                                                      ----------    --------   -------      -------      -------
<S>                                                                        <C>            <C>      <C>        <C>            <C>
CLASS A                                                                      
Per Share Operating Performance
Net Asset Value, Beginning of Period..........................         $  9.40      $   8.95   $ 10.81      $  8.56      $ 12.95
                                                                       -------      --------   -------      -------      -------
Net Investment Loss...........................................        (   0.05)    (    0.16) (   0.16)(2) (   0.17)(2) (   0.19)(2)
Net Realized and Unrealized Gain (Loss) on Investments and
 Foreign Currency Transactions                                        (   0.40)         2.15  (   0.43)        4.83         2.46
                                                                       -------      --------   -------      -------      -------
  Total from Investment Operations............................        (   0.45)         1.99  (   0.59)        4.66         2.27
                                                                       -------      --------   -------      -------      -------
Less Distributions:...........................................
Distributions from Net Realized Gain on Investments Sold......              --     (    0.13) (   1.66)    (   0.27)    (   0.13)
                                                                       -------      --------   -------      -------      -------
Net Asset Value, End of Period................................         $  8.95      $  10.81   $  8.56      $ 12.95      $ 15.09
                                                                       =======      ========
Total Investment Return at Net Asset Value (3)................        (  4.79%)(4)    22.33%  (  6.45%)      55.80%       17.72%
Ratios and Supplemental Data
Net Assets, End of Period (000's omitted).....................         $ 3,866        4,692    $ 3,226      $ 5,075      $32,009
Ratio of Expenses to Average Net Assets.......................           1.78%(5)     2.17%      2.01%        2.10%        1.72%
Ratio of Net Investment Loss to Average Net Assets............        (  1.20%)(5) (  1.61%)  (  1.64%)    (  1.73%)    (  1.26%)
Portfolio Turnover Rate.......................................            138%         148%       108%          18%         116%
CLASS B
Per Share Operating Performance
Net Asset Value, Beginning of Period..........................         $  8.00      $  8.87    $ 10.65      $  8.34      $ 12.54
                                                                       -------      -------    -------      -------      -------
Net Investment Loss...........................................        (   0.11)    (   0.23)  (   0.22)(2) (   0.22)(2) (   0.27)(2)
Net Realized and Unrealized Gain (Loss) on Investments and 
 Foreign Currency Transactions                                            0.98         2.14   (   0.43)        4.69         2.36
                                                                       -------      -------    -------      -------      -------
  Total from Investment Operations............................            0.87         1.91   (   0.65)        4.47         2.09
                                                                       -------      -------    -------      -------      -------
Less Distributions:...........................................
Distributions from Net Realized Gain on Investments Sold......              --     (   0.13)  (   1.66)    (   0.27)    (   0.13)
                                                                       -------      -------    -------      -------      -------
Net Asset Value, End of Period................................         $  8.87      $ 10.65    $  8.34      $ 12.54      $ 14.50
                                                                       =======      =======    -------
Total Investment Return at Net Asset Value (3)................          10.88%(4)    21.63%   (  7.18%)      54.97%       16.85%
Ratios and Supplemental Data
Net Assets, End of Period (000's omitted).....................         $34,636      $38,672    $26,537      $31,645      $68,591
Ratio of Expenses to Average Net Assets.......................           2.56%(5)     2.86%      2.62%        2.70%        2.42%
Ratio of Net Investment Loss to Average Net Assets............        (  1.56%)(5) (  2.26%)  (  2.24%)    (  2.34%)    (  1.96%)
Portfolio Turnover Rate.......................................            138%         148%       108%         118%         116%
</TABLE>

(1)  Class A and Class B shares  commenced  operations  on  January  3, 1992 and
     August 30, 1991, respectively.
(2)  Based on the average of the shares outstanding at the end of each month.
(3)  Assumes  dividend  reinvestment  and does not  reflect  the effect of sales
     charges.
(4)  Not annualized.
(5)  Annualized.
(6)  Covered by report of other independent auditors (not included herein).

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

                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       10
<PAGE>

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

                      John Hancock Funds - Discovery Fund

<TABLE>
<CAPTION>
Schedule of Investments
July 31, 1996
- --------------------------------------------------------------------------------

The SCHEDULE OF INVESTMENTS  is a complete list of all  securities  owned by the
Discovery Fund on July 31, 1996. It's divided into two main  categories:  common
stocks and  short-term  investments.  Common  stocks are further  broken down by
industry  groups.  Short-term  investments,  which  represent  the Fund's "cash"
position are listed last.

                                                                       MARKET
ISSUER, DESCRIPTION                               NUMBER OF SHARES      VALUE
- -------------------                               ----------------      -----
<S>                                                    <C>                 <C>
COMMON STOCKS Advertising (1.64%)
  CKS Group, Inc.*...............................      17,000        $   454,750
  Universal Outdoor Holdings, Inc.*..............      57,000          1,197,000
                                                                     -----------
                                                                       1,651,750
                                                                     -----------
Agricultural Operations (1.67%)
  Northland Cranberries, Inc. (Class A)..........      60,000          1,680,000
                                                                     -----------
Business Services - Misc (6.33%)
  AccuStaff, Inc.*...............................      27,000            799,875
  Alternative Resources Corp.*...................      50,000          1,437,500
  APAC Teleservices, Inc.*.......................      49,900          1,833,825
  Corrections Corp of America*...................      74,000          2,294,000
  Information Resources, Inc.*...................         423              5,129
                                                                     -----------
                                                                       6,370,329
                                                                     -----------
Computers (19.73%)
  Access Health, Inc.*...........................      29,900          1,263,275
  Aspect Development, Inc.*......................      71,900          1,509,900
  Baan Co., N.V. (Netherlands)*..................      60,800          1,808,800
  Caere Corp.*...................................     105,000          1,017,187
  CBT Group PLC, American Depositary
    Receipts (Ireland)*..........................      51,900          2,270,625
  CFI Proservices, Inc.*.........................      80,000          1,620,000
  Edify Corp.*...................................      39,600            851,400
  HNC Software, Inc.*............................      65,400          1,684,050
  JDA Software Group, Inc.*......................      67,900          1,239,175
  MDL Information Systems, Inc.*.................      55,000          1,608,750
  National TechTeam, Inc.*.......................      70,000            621,250
  Project Software & Development, Inc.*..........      40,000          1,180,000
  Shiva Corp.*...................................      27,600          1,428,300
  Sterling Software, Inc.*.......................      20,000          1,375,000
  Transaction Systems Architects, Inc.
    (Class A)*...................................      11,700            368,550
                                                                     -----------
                                                                      19,846,262
                                                                     -----------
Electronics (3.82%)
  DSP Communications, Inc.*......................      54,000          2,517,750
  Ultrak, Inc.*..................................      78,000          1,326,000
                                                                     -----------
                                                                       3,843,750
                                                                     -----------
Finance (6.21%)
  First USA Paymentech, Inc.*....................      43,000          1,757,625
  Medallion Financial Corp.*.....................     114,000          1,218,375


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

Finance (continued)
  PMT Services, Inc.*............................      97,500        $ 2,705,625
  Security First Network Bank*...................      21,000            561,750
                                                                     -----------
                                                                       6,243,375
                                                                     -----------
Household (0.84%)
  Harman International Industries, Inc...........      18,900            848,138
                                                                     -----------
Leisure (4.23%)
  Cinar Films, Inc. (Class B) (Canada)*..........      28,400            674,500
  Family Golf Centers, Inc.*.....................      40,000            910,000
  Premier Parks, Inc.*...........................      34,300            716,013
  Regal Cinemas, Inc.*...........................      33,000          1,402,500
  Silicon Gaming, Inc.*..........................      53,000            556,500
                                                                     -----------
                                                                       4,259,513
                                                                     -----------
Media (4.61%)
  Chancellor Corp. (Class A)*....................      52,000          1,794,000
  EZ Communications, Inc. (Class A)*.............      50,000          1,625,000
  Jacor Communications, Inc.*....................      40,000          1,220,000
                                                                     -----------
                                                                       4,639,000
                                                                     -----------
Medical (10.32%)
  Assisted Living Concepts, Inc.*................      14,000            262,500
  CNS, Inc.*.....................................      65,000          1,283,750
  Dura Pharmaceuticals, Inc.*....................      68,800          1,599,600
  Henry Schein, Inc.*............................      55,000          2,014,375
  Myriad Genetics, Inc.*.........................      40,000            740,000
  NCS HealthCare, Inc.*..........................      41,500          1,110,125
  Omnicare, Inc..................................      44,000          1,028,500
  Parexel International Corp.*...................      26,500          1,073,250
  PhyCor, Inc.*..................................      41,250          1,268,438
                                                                     -----------
                                                                      10,380,538
                                                                     -----------
</TABLE>
                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       11
<PAGE>

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

                      John Hancock Funds - Discovery Fund


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

Mortgage Banking (4.25%)
  Aames Financial Corp...........................      45,000        $ 1,766,250
  Cityscape Financial Corp.*.....................      76,000          2,508,000
                                                                     -----------
                                                                       4,274,250
                                                                     -----------
Oil & Gas (2.47%)
  Benton Oil & Gas Co.*..........................      60,000          1,185,000
  Chesapeake Energy Corp.*.......................      26,250          1,302,656
                                                                     -----------
                                                                       2,487,656
                                                                     -----------
Real Estate Operations (1.66%)
  Central Parking Corp...........................      60,000          1,665,000
                                                                     -----------
Retail (7.19%)
  Garden Ridge Corp.*............................      64,800            801,900
  Global DirectMail Corp.*.......................      39,200          1,597,400
  Next PLC (United Kingdom)......................      97,000            779,356
  North Face, Inc. (The)*........................      13,800            213,900
  PetSmart, Inc.*................................      64,000          1,472,000
  Rainforest Cafe, Inc.*.........................      49,500          1,287,000
  Seattle Filmworks, Inc.*.......................      60,000          1,080,000
                                                                     -----------
                                                                       7,231,556
                                                                     -----------
Schools/Education (2.05%)
  Apollo Group, Inc. (Class A)*..................      74,900          2,059,750
                                                                     -----------
Telecommunications (8.63%)
  Boston Communications Group, Inc.*.............      69,000            966,000
  Cascade Communications Corp.*..................      13,000            799,500
  Intermedia Communications, Inc.*...............      50,000          1,262,500
  McLeod, Inc. (Class A)*........................      45,000          1,136,250
  P-Com, Inc.*...................................      55,000         1,320,000
  REMEC, Inc.*...................................      89,800         1,279,650
  Tel-Save Holdings, Inc.*.......................      80,000         1,920,000
                                                                     -----------
                                                                       8,683,900
                                                                     -----------
Textile (3.74%)
  Designer Holdings Ltd.*........................      40,000            735,000
  Mossimo, Inc.*.................................      39,700          1,503,637
  Tommy Hilfiger Corp.*..........................      30,000          1,522,500
                                                                     -----------
                                                                       3,761,137
                                                                     -----------
                              TOTAL COMMON STOCK
                              (Cost $75,827,080)       (89.39%)       89,925,904
                                                        ------       -----------


                                         INTEREST      PAR VALUE        MARKET
ISSUER, DESCRIPTION                        RATE     (000'S OMITTED)      VALUE
- -------------------                        ----     ---------------      -----
      
SHORT-TERM INVESTMENTS
Joint Repurchase Agreement (10.19%)
  Investment in a joint repurchase  
  agreement transaction with 
  Lehman Brothers,  Inc.
  Dated 07-31-96, Due 08-01-96 
  (secured by U.S. Treasury Bill, 
  5.52% Due 07-24-97, and by 
  U.S Treasury Bonds, 7.25% 
  thru 8.875% Due 11-15-16
  thru 02/15/25) - Note A                 5.62%        $ 10,247     $ 10,247,000
                                                                    ------------

Corporate Savings Account (0.00%)
  Investors Bank & Trust Company
    Daily Interest Savings Account
    Current Rate 4.75%...........................                          8,252
                                                                    ------------
                     TOTAL SHORT-TERM INVESTMENTS       (10.19%)      10,255,252
                                                         ------     ------------
                                TOTAL INVESTMENTS       (99.58%)    $100,181,156
                                                         ======     ============

*    Non-income producing security

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


                       SEE NOTES TO FINANCIAL STATEMENTS.
                                       12
<PAGE>

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

                      John Hancock Funds - Discovery Fund


Portfolio Concentration
- --------------------------------------------------------------------------------

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  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 July 31, 1996 assigned to country categories.

                                                                   MARKET VALUE
                                                                 AS A PERCENTAGE
                                                                    OF FUND'S
COUNTRY DIVERSIFICATION                                             NET ASSETS
- -----------------------                                             ----------
Canada.....................................................            0.67%
Ireland....................................................            2.26
Netherlands................................................            1.80
United Kingdom.............................................            0.77
United States..............................................           94.08
                                                                      -----
                                          TOTAL INVESTMENTS           99.58%
                                                                      =====


















                                       13

<PAGE>

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

                      John Hancock Funds - Discovery Fund


NOTE A -
ACCOUNTING POLICIES
Freedom Investment Trust III (the "Trust") is a diversified  open-end management
investment  company,  registered  under the Investment  Company Act of 1940. The
Trust consists of one portfolio:  John Hancock Discovery Fund (the "Fund").  The
investment objective of the Fund is to achieve long-term capital appreciation.

     The Trustees have authorized the issuance of multiple  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 terms of
a distribution  plan, have exclusive voting rights  regarding 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.  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.  Capital gains realized
on some foreign  securities  are subject to foreign  taxes and are  accrued,  as
applicable.

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.

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  calculated 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  rate(s)
applicable to each class.

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


                                       14

<PAGE>

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

                      John Hancock Funds - Discovery Fund


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

FOREIGN CURRENCY  TRANSLATION All assets and 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 or losses arise from changes in the
value of assets and liabilities  other than investmen ts in securities at fiscal
year end, 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,  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 July 31,
1996, net sales charges received with regard to sales of Class A shares amounted
to  $456,157.  Out of this  amount,  $65,828 was  retained and used for printing
prospectuses,  advertising,  sales  literature and other purposes,  $284,780 was
paid as sales commissions to unrelated  broker-dealers  and $105,549 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 providing  distribution  related services to the Fund in
connection with the sale

                                       15

<PAGE>

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

                      John Hancock Funds - Discovery Fund


of Class B shares. For the period ended July 31, 1996, contingent deferred sales
charges paid to JH Funds amounted to $58,091.

     In  addition,  to  reimburse  JH Funds  for the  services  it  provides  as
distributor of shares of the Fund, the Fund has adopted a Distribution Plan 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 such  payments may be service  fees as defined by the amended  Rules of
Fair  Practice of the National  Association  of  Securities  Dealers.  Under the
amended  Rules of Fair  Practice,  curtailment  of a portion of the Fund's 12b-1
payments could occur under certain circumstances.

     The Fund has a transfer agent agreement with John Hancock Investor Services
Corporation  ("Investor  Services"),  a wholly-owned  subsidiary of The Berkeley
Financial Group.  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
agent expense,  calculated as a class specific  expense,  was $2,738 for Class A
and $12,224 for Class B, respectively. Effective October 1, 1995, transfer agent
expense is a fund expense.

     Mr.  Edward J.  Boudreau,  Jr.,  Mr.  Richard S.  Scipione  and Ms. Anne C.
Hodsdon are directors  and/or officers of the Adviser and/or its affiliates,  as
well as Trustees of the Fund. The compensation of unaffiliated Trustees is borne
by the Fund.  Effective with the fees paid for 1995, the  unaffiliated  Trustees
may elect to defer for tax purposes their receipt of this compensation under the
John  Hancock  Group  of  Funds  Deferred  Compensation  Plan.  The  Fund  makes
investments into other John Hancock funds, as applicable, to cover its liability
for  the  deferred  compensation.  Investments  to  cover  the  Fund's  deferred
compensation  liability are recorded on the Fund's books as an other asset.  The
deferred compensation liability and the related other asset are always equal and
are marked to market on a periodic  basis to  reflect  any income  earned by the
investment  as well as any  unrealized  gains or losses.  At July 31, 1996,  the
Fund's investments to cover the deferred  compensation  liability had unrealized
appreciation of $87.

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 July 31, 1996,  aggregated  $115,189,995  and  $62,721,957,  respectively.
There were no purchases or sales of obligations  of the U.S.  government and its
agencies during the period ended July 31, 1996.

     The cost of  investments  owned at July 31,  1996 for  federal  income  tax
purposes was  $86,074,080.  Gross  unrealized  appreciation  and depreciation of
investments  aggregated $19,254,084 and $5,155,260,  respectively,  resulting in
net unrealized appreciation of $14,098,824.

NOTE D -
RECLASSIFICATION OF CAPITAL ACCOUNTS
During the year ended  July 31,  1996,  the Fund has  reclassified  $1,902  from
accumulated  net realized gain on investments to accumulated net investment loss
and  reclassified  the  accumulated net investment loss of $1,009,975 to capital
paid-in.  This  represents  the  cumulative  amount  necessary  to report  these
balances on a tax basis, excluding certain temporary differences, as of July 31,
1996.  These  reclassifications,  which have no impact on the net asset value of
the Fund, are primarily  attributable to certain  differences in the computation
of  distributable  income and  capital  gains  under  federal  tax rules  versus
generally accepted accounting  principles.

                                       16

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                      John Hancock Funds - Discovery Fund


REPORT OF ERNST & YOUNG LLP,
INDEPENDENT AUDITORS

To the Trustees and Shareholders of
John Hancock Discovery Fund

We have audited the  accompanying  statement of assets and  liabilities  of John
Hancock Discovery Fund (the "Fund"),  including the schedule of investments,  as
of July 31,  1996,  and the related  statement of  operations  for the year then
ended,  the  statement of changes in net assets for each of the two years in the
period then ended and the financial highlights for each of the four years in the
period then ended. These financial  statements and financial  highlights are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.  The financial  highlights of John Hancock Discovery Fund for the period
ended July 31, 1992,  were audited by other  independent  auditors  whose report
dated  September 18, 1992  expressed an unqualified  opinion on those  financial
highlights.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of July
31, 1996, by correspondence with the custodian and brokers, or other appropriate
auditing procedures where replies from brokers were not received.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

     In our opinion,  the financial statements and financial highlights referred
to above present fairly,  in all material  respects,  the financial  position of
John Hancock  Discovery Fund at July 31, 1996, the results of its operations for
the year then ended,  the changes in its net assets for each of the two years in
the period then ended and its financial highlights for each of the four years in
the  period  then  ended,  in  conformity  with  generally  accepted  accounting
principles.

                                                  /s/ Ernst & Young LLP
Boston, Massachusetts
September 6, 1996


TAX INFORMATION NOTICE (UNAUDITED)
For Federal  Income Tax purposes,  the following  information  is furnished with
respect  to the  distributions  of the Fund for its  fiscal  year ended July 31,
1996.

     The Fund designated  distributions to shareholders of $412,133 as long-term
capital gain dividends. Shareholders were mailed a 1995 U.S. Treasury Department
Form 1099-DIV in January 1996 representing their  proportionate  share. The Fund
has not paid any  distributions  of ordinary income  dividends during the fiscal
year ended July 31, 1996.

     None of the distributions  noted above qualify for the corporate  dividends
received deduction.





                                       17

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                             ADDITIONAL INFORMATION

                      John Hancock Funds - Discovery Fund


SHAREHOLDER MEETINGS
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


On July 23, 1996, a Special Meeting of the Fund was held.

     Shareholders  approved an Amended and Restated Declaration of Trust for the
Fund.  The  shareholder  votes were  3,148,535  FOR,  51,951 AGAINST and 124,867
ABSTAINING.

     The  Shareholders   elected  the  following  Trustees  with  the  votes  as
indicated:

                                                          WITHHELD
                                           FOR            AUTHORITY
Dennis S. Aronowitz..........           3,523,238           64,825
Edward J. Boudreau, Jr.......           3,521,170           66,893
Richard P. Chapman, Jr.......           3,523,238           64,825
William J. Cosgrove..........           3,523,533           64,530
Douglas M. Costle............           3,523,258           64,805
Leland O. Erdahl.............           3,523,533           64,530
Richard A. Farrell...........           3,523,043           65,020
Gail D. Fosler...............           3,524,863           63,200
William F. Glavin............           3,523,258           64,805
Anne C. Hodsdon..............           3,523,533           64,530
Dr. John A. Moore............           3,522,985           65,078
Patti McGill Peterson........           3,522,030           65,033
John W. Pratt................           3,523,533           64,530
Richard S. Scipione..........           3,523,258           64,805
Edward J. Spellman...........           3,523,318           64,745


                                       18

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                                     NOTES

                      John Hancock Funds - Discovery Fund





























                                       19

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[LOGO] JOHN HANCOCK FUNDS                                        Bulk Rate
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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 LOGO] Printed on Recycled Paper                              3400A 7/96
                                                                            9/96


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