HANCOCK JOHN BANK & THRIFT OPPORTUNITY FUND
N-30D, 1996-06-28
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================================================================================

                               John Hancock Funds

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

                                    Bank and

                                     Thrift

                                  Opportunity

                                      Fund


                               SEMI-ANNUAL REPORT

                                 April 30, 1996


<PAGE>

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

                  TRUSTEES
           EDWARD J. BOUDREAU, JR.
            THOMAS W. L. CAMERON
              JAMES F. CARLIN*
           WILLIAM H. CUNNINGHAM*
              CHARLES F. FRETZ*
            HAROLD R. HISER, JR.*
               ANNE C. HODSDON
             CHARLES L. LADNER*
            LEO E. LINBECK, JR.*
            PATRICIA P. MCCARTER*
            STEVEN R. PRUCHANSKY*
             RICHARD S. SCIPIONE
   LT. GEN. NORMAN J. SMITH, USMC (RET.)*
               JOHN P. TOOLAN*
       *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
              THOMAS H. DROHAN
     Senior Vice President and Secretary
               SUSAN S. NEWTON
     Vice President, Assistant Secretary
           and Compliance Officer
             JAMES J. STOKOWSKI
        Vice President and Treasurer
             INVESTMENT ADVISER
         JOHN HANCOCK ADVISERS, INC.
            101 HUNTINGTON AVENUE
      BOSTON, MASSACHUSETTS 02199-7603
CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSER
     STATE STREET BANK AND TRUST COMPANY
             225 FRANKLIN STREET
         BOSTON, MASSACHUSETTS 02110
                LEGAL COUNSEL
                HALE AND DORR
               60 STATE STREET
         BOSTON, MASSACHUSETTS 02109


  LISTED: NEW YORK STOCK EXCHANGE SYMBOL:BTO

                               CHAIRMAN'S MESSAGE

DEAR FELLOW SHAREHOLDERS:

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.

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

     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 JAMES K. SCHMIDT, CFA, PORTFOLIO MANAGER

                                  John Hancock
                                 Bank and Thrift
                                Opportunity Fund

               Larger banks outperform smaller in last six months;
                 positive industry fundamentals remain in place

After posting  stellar results in 1995, the stock and bond markets have diverged
this year.  The equity  market,  as measured by the Standard & Poor's  500-Stock
Index,  rose by 6.0% between January and April and the  technology-laden  NASDAQ
index  leaped  12.5%.  Meanwhile,  bonds,  haunted by the specter of a resurgent
economy and rising  energy and commodity  prices,  saw their prices drop sharply
since February in  anticipation  of higher  inflation.  The  bellwether  30-year
Treasury bond, for example, has declined 10.2% since year-end 1995.

     After a strong  finish in 1995,  bank and  thrift  stocks  have also  shown
divergent  performance  in 1996.  Larger  capitalization  stocks,  such as money
center banks and  superregionals,  have posted solid gains while  returns on the
small- and  mid-sized  banks and thrifts have  lagged.  Because our strategy has
been to focus on the small,  lesser known issues,  the Fund  underperformed  its
peers in the recent period, despite a strong absolute return. For the six months
ended April 30, 1996,  John Hancock  Bank and Thrift  Opportunity  Fund posted a
total  return of 9.88% at net asset  value,  compared  to 11.47% for the average
closed-end

[A 2 1/4" x 3 1/4" photo of the portfolio management team. Caption reads: "James
K. Schmidt (seated) and Fund management team members: (l-r) James Boyd, Patricia
Ouimet, Thomas Finucane."]

"Bank stocks are trading at historically inexpensive levels."


                                        3

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               John Hancock -- Banks and Thrift Opportunity Fund

  "...we recently added more exposure to the recovering state of California."

[Chart with heading "Top Five Common Stock Holdings" at top of left hand column.
The chart lists five holdings: 1) U.S. Bancorp 3.6% 2) PNC Bank Corp. 3.3% 3)
Integra 2.8% 4) Summit Bancorp 2.4% 5) Southtrust Corp. 2.4%. A footnote below
reads: "As a percentage of net assets on April 30, 1996."]

financial  services fund and 12.01% for the average open-end  financial services
fund, according to Lipper Analytical Services.1

     Why is there a dichotomy in bank stock  performance?  From our perspective,
the financial stock market in 1996 has been mainly  liquidity  driven,  as large
sums of mutual fund and institutional  cash have flowed into bank stocks.  Since
this money needs to be deployed quickly,  the larger, more liquid stocks are bid
up first.  Then,  all other things being  equal,  the smaller  banks and thrifts
follow suit.  We expect this  process to play out in the next few months,  given
that none of the other variables -- industry fundamentals,  valuation levels and
the  consolidation  process  -- has  changed  much and each  remains a  positive
catalyst for stock prices.

[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 Imperial
Bancorp  followed by an up arrow and the phrase  "Southern  California  recovery
fuels bank revenues." The second listing is First Colorado  Bancorp  followed by
an up arrow and the phrase "Market warmly receives thrift's recent  conversion."
The third  listing is BNCCorp.  followed  by a down arrow and the phrase  "North
Dakota bank falters due to expensive  acquisition."  Footnote below reads:  "See
"Schedule of Investments." Investment holdings are subject to change."]

Fundamentals sound; stocks still inexpensive

After record-breaking  earnings in 1993 and 1994, banks and thrifts were thought
to be hard-pressed to repeat their past performance.  Nonetheless,  according to
recently released FDIC data,  commercial bank earnings for 1995 exceeded 1994 by
almost 10%,  while thrift  income grew at an even higher 14% rate.  Net interest
margins  for the  overall  industry  -- that is, the amount  banks earn from the
difference  between what they charge borrowers and pay depositors -- continued a
mild  compression,  falling from 4.36% for 1994 to 4.29% for 1995.  But that was
more than offset by strong loan growth,  which was up 10.4% from December  1994.
While banks were able to post these solid gains in net income,  few  compromised
the quality of their earnings.  Although  problem loan levels continued to fall,
banks still  increased their loss provisions by 15% over the levels set aside in
1994 as a  prudent  measure  against  the  recent  increases  in loan  balances.
Finally,  bank  earnings  benefited  from a moderation in  non-interest  expense
growth.  The primary driver behind this trend was the elimination in mid-1995 of
FDIC  premiums for the highest  rated  banks,  which  represent  the bulk of the
industry.

     These banking trends have continued to be in evidence in recently  released
earnings  reports  for the first  quarter of 1996.  The median  bank in the Fund
posted a 12% gain in core  earnings-per-share  over the same period in 1995. The
earnings  gains  were  driven  by  stable  margins,  static  expenses  and fewer
outstanding shares due to stock repurchases. Given the recent mild resurgence in
economic activity, our forecast


                                        4

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

               John Hancock -- Banks and Thrift Opportunity Fund

[Bar chart with heading "Fund Performance" at top of left hand column. Under the
heading is the footnote: "For the six months ended April 30, 1996." The chart is
scaled in increments of 5% from bottom to top, with 15% at the top and 0% at the
bottom.  Within the chart,  there are two solid bars.  The first  represents the
9.88% total return for John Hancock Bank and Thrift Opportunity Fund. The second
represents the 11.47% total return for the average closed-end financial services
fund.  The third  represents  the 12.01% total  return for the average  open-end
financial  services  fund.  Footnote  below  reads:  "The total  return for John
Hancock  Bank  and  Thrift  Opportunity  Fund is at net  asset  value  with  all
distributions  reinvested.  The average  closed-end  financial  services fund is
tracked by Lipper Analytical Services."]

for 10% earnings  growth for full-year 1996 over 1995 looks  attainable.  We are
pleased to see that  overall  asset  quality has not  deteriorated,  even though
delinquencies  are  increasing  in  the  unsecured   consumer  portion  of  loan
portfolios.  With  employment  and real personal  income  continuing to rise, we
believe that any increases in  non-performing  assets this year will be mild and
will not jeopardize our earnings estimates.

     Currently,  the  average  regional  bank  stock  in the Fund  trades  at an
inexpensive 10.5 times 1996 estimated earnings-per-share, or 61% of the Standard
& Poor's  multiple of 16.9 times.  In spite of the steady price  appreciation in
bank stocks as a group over the last five years, this relative multiple is still
near the lower end of its 30-year range. Bank stocks are trading at historically
inexpensive  levels.  With future earnings  evolving in a much more  predictable
pattern,  we continue to believe that bank  price-earnings  multiples still have
the potential to expand.

                    "The overall picture is good for banks."

Consolidation scorecard

In the last six months,  four of the Fund's holdings have announced their intent
to be acquired.  In 1996, while there have been quite a few takeovers,  most are
smaller  transactions,  standing in stark contrast to 1995 when deals were fewer
in  number  but  gargantuan  in size,  such as First  Union-First  Fidelity  and
Chase-Chemical.

     As 1996  unfolds,  we expect a resumption  of merger  activity  among major
banks. At the moment, some of the key acquirers are preoccupied with integrating
operations  acquired  last year. We believe that the forces that have driven the
industry to  consolidate  from 14,000  banks in 1985 to under  10,000  today are
still  in  place  and will  eventually  result  in  fewer  than  5,000  banks in
existence.

Portfolio composition

The Fund's  basic  strategy is to invest in banks and savings and loans that are
selling at prices that are  inexpensive  compared to their  underlying  economic
value.  Although  we do not make  investments  strictly on the  likelihood  of a
"takeover,"  we expect  many of our  holdings to be merger  candidates  over the
upcoming years.  We typically do not invest in money center and  "superregional"
banks, even though some of them are superbly managed institutions,  because they
are likely to be acquirers  rather than acquirees and they tend to be well known
and touted by other investors and analysts.

     On a tactical basis, we have been building positions in some of the smaller
California commercial banks. After suffering through a recession far longer than
the rest of the country, California has been recovering for the last year.


                                        5

<PAGE>

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

               John Hancock -- Banks and Thrift Opportunity Fund

Even the  beleaguered  southern  portion  of the state is now  showing  gains in
employment  and real personal  income.  Problem real estate loans that have long
plagued the state's  banks have leveled off and from this point  forward,  asset
quality should be improving. From a consolidation  standpoint,  California is in
its infancy -- it resembles the Midwest ten years ago.  There are only two large
independent California banks, Wells Fargo and BankAmerica.  The state's 41 other
independent  publicly traded banks all have market values under $700 million. We
think there will be  considerable  merger activity among these banks and between
them  and  out-of-state   banks  scrambling  to  establish  market  position  in
California.

     The Fund actively  invests in mutual savings  institutions  that convert to
stock ownership.  Thrifts that have converted within the last year are among the
least expensive of all financial  institutions as many of them trade below their
tangible book values.  In many cases,  they are worth more dead than alive, i.e.
their  franchise  value exceeds their market value.  In order to  participate in
these  conversions  at the price offered to  depositors  (which is usually lower
than the market price after  conversion) we have established  deposits  totaling
over $50,000 at 25 mutual thrifts  around the country.  In recent months we have
participated in two offerings at the depositor price: First Federal Savings Bank
of Colorado and North Central  Bancshares of Fort Dodge, Iowa. We expect most of
the sizable mutuals to convert within the next five years.

Trustee Update

Recently, the Board of Trustees of John Hancock Bank and Thrift Opportunity Fund
authorized the Fund to repurchase up to 1 million shares of the Fund, which is a
closed-end  equity fund whose shares are traded on the New York Stock  Exchange.
It is anticipated that the repurchase program will be conducted during 1996. The
share  repurchase  was  authorized  in an attempt to reduce the  discount on the
shares'  market  value.  With the buyback,  management  hopes to help the market
recognize the value of the underlying shares of the Fund.

Outlook

We  continue  to see solid,  long-term  investment  value in the bank and thrift
stocks the Fund  holds.  The overall  picture is good for banks:  steady but not
excessive  growth,  relatively  low interest rates and moderate  inflation.  And
stocks are inexpensive.  Despite increasing  profitability,  the thrift and bank
group still carries a low valuation,  trading around 40% of the market multiple.
The fundamentals are positive:  favorable earnings and continued merger activity
both augur well for stock prices.  Given these factors,  we reiterate our belief
that the Fund can still generate attractive returns over the next several years.

- --------------------
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.


                                        6

<PAGE>

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

                              Financial Statements

              John Hancock Funds - Bank and Thrift Opportunity Fund

Statement of Assets and Liabilities
April 30, 1996 (Unaudited)
- --------------------------------------------------------------------------------
Assets:
  Investments at value - Note C:
    Common stocks and warrants
    (cost - $403,621,681) .................................         $569,869,762
    Preferred stocks (cost-$9,300,000) ....................           10,472,250
    Bonds (cost - $23,831,032) ............................           24,490,000
    Short-term investments (cost-$42,157,603) .............           42,157,603
                                                                    ------------
                                                                     646,989,615
  Interest receivable .....................................              530,696
  Dividends receivable ....................................              789,844
  Deferred organization expenses - Note A .................               53,022
  Prepaid expenses ........................................               52,954
  Other assets ............................................               39,241
                                                                    ------------
                                    Total Assets ..........          648,455,372
                                    --------------------------------------------
Liabilities:                                                    
  Payable for investments purchased .......................              318,750
  Payable to John Hancock Advisers, Inc. and                    
  affiliates - Note B .....................................              856,349
                                                                    ------------
                                    Total Liabilities .....            1,175,099
                                    --------------------------------------------
Net Assets:                                                     
  Capital paid-in .........................................          458,943,182
  Accumulated net realized gain on investments ............           16,280,295
  Net unrealized appreciation of investments ..............          168,082,000
  Undistributed net investment income .....................            3,974,796
                                                                    ------------
                                    Net Assets ............         $647,280,273
                                    ============================================
Net Asset Value Per Share:                                      
  (based on 23,005,000 shares of beneficial                 
  interest outstanding - unlimited number of shares
  authorized with no par value) ...........................         $      28.14
  ==============================================================================

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 April 30, 1996.  You'll also
find the net asset value for each common 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 gainsfor the period
stated.


Statement of Operations
Six months ended April 30, 1996 (Unaudited)
- --------------------------------------------------------------------------------
Investment Income:
  Dividends (including $131,040 received from
  affiliated issuers and net of foreign withholding
  taxes of $10,719) ...........................................      $ 8,062,568
  Interest ....................................................        2,427,593
                                                                     -----------
                                                                      10,490,161
                                                                     -----------
  Expenses:                                                        
    Investment management fee - Note B ........................        3,640,824
    Administration fee - Note B ...............................          791,483
    Printing ..................................................           53,235
    Custodian fee .............................................           46,655
    Trustees' fees ............................................           29,684
    New York Stock Exchange fee ...............................           12,515
    Auditing fee ..............................................           12,016
    Miscellaneous .............................................           10,564
    Organization expense - Note A .............................            7,955
    Transfer agent fee ........................................            7,809
    Legal fees ................................................            4,542
                                                                     -----------
                                    Total Expenses ............        4,617,282
                                    --------------------------------------------
                                                                   
                                    Net Investment Income .....        5,872,879
                                    --------------------------------------------
                                                                   
Realized and Unrealized Gain on Investments:
  Net realized gain on investments sold (including                 
  $389,076 on sales of investments in                              
  affiliated issuers) .........................................       16,263,594
  Change in net unrealized appreciation/depreciation                
  of investments ..............................................       34,808,285
                                                                     -----------
                                    Net Realized and Unrealized
                                    Gain on Investments .......       51,071,879
                                    --------------------------------------------
                                    Net Increase in Net Assets
                                    Resulting from Operations .      $56,944,758
                                    ============================================



                       SEE NOTES TO FINANCIAL STATEMENTS.

                                        7

<PAGE>

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

                              Financial Statements

              John Hancock Funds - Bank and Thrift Opportunity Fund

Statement of Changes in Net Assets
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                            SIX MONTHS ENDED
                                                                                             APRIL 30, 1996         YEAR ENDED
                                                                                              (UNAUDITED)        OCTOBER 31, 1995
                                                                                              -----------        ----------------
<S>                                                                                          <C>                   <C>          
Increase (Decrease) in Net Assets:
From Operations:
  Net investment income .............................................................        $   5,872,879         $  11,534,409
  Net realized gain on investments sold .............................................           16,263,594             7,493,313
  Change in net unrealized appreciation/depreciation of investments .................           34,808,285           139,216,330
                                                                                             -------------         -------------
    Net Increase in Net Assets Resulting from Operations ............................           56,944,758           158,244,052
                                                                                             -------------         -------------
Distributions to Shareholders:
  Dividends from net investment income ($0.4775 and $0.2250 per share, respectively).          (10,984,868)           (5,176,125)
  Distributions from net realized gain
    on investments sold ($0.3250 and none per share, respectively) ..................           (7,476,612)                 --
                                                                                             -------------         -------------
      Total Distributions to Shareholders ...........................................          (18,461,480)           (5,176,125)
                                                                                             -------------         -------------
From Fund Share Transactions -- Net:*
  Reclassification of capital paid-in ...............................................               73,182                  --
                                                                                             -------------         -------------
Net Assets:
  Beginning of period ...............................................................          608,723,813           455,655,886
                                                                                             -------------         -------------
  End of period (including undistributed net investment income
    of $3,974,796 and $9,086,785, respectively) .....................................        $ 647,280,273         $ 608,723,813
                                                                                             =============         =============

*Analysis of Common Share Transactions:

<CAPTION>
                                                                         SIX MONTHS ENDED
                                                                          APRIL 30, 1996                        YEAR ENDED
                                                                           (UNAUDITED)                       OCTOBER 31, 1995
                                                               -------------------------------       -------------------------------
                                                                   SHARES            AMOUNT              SHARES            AMOUNT
                                                                   ------            ------              ------            ------
<S>                                                              <C>              <C>                  <C>              <C>         
Shares outstanding, beginning of period ................         23,005,000       $458,870,000         23,005,000       $458,870,000
Adjustment to capital paid-in - Note D .................               --               73,182               --                 --
                                                               ------------       ------------       ------------       ------------
Shares outstanding, end of period ......................         23,005,000       $458,943,182         23,005,000       $458,870,000
                                                               ============       ============       ============       ============
</TABLE>


The Statement of Changes in Net Assets shows how the value of the Fund's net
assets has 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 during the period,
along with the corresponding dollar value.


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       8

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                              Financial Statements

             John Hancock Funds - Bank and Thrift Opportunity Fund

Financial Highlights

Selected  data for a share of beneficial  interest  outstanding  throughout  the
period  indicated,  investment  returns,  key ratios and  supplemental  data are
listed as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                FOR THE PERIOD
                                                                                                                AUGUST 23, 1994
                                                                        SIX MONTHS ENDED                       (COMMENCEMENT OF
                                                                         APRIL 30, 1996        YEAR ENDED       OPERATIONS) TO
                                                                          (UNAUDITED)        OCTOBER 31, 1995  OCTOBER 31, 1994
                                                                          -----------        ----------------  ----------------
<S>                                                                        <C>                  <C>               <C>
Per Share Operating Performance                                        
  Net Asset Value, Beginning of Period .............................       $     26.46          $     19.81       $     20.00
                                                                           -----------          -----------       -----------
  Net Investment Income ............................................              0.26                 0.50              0.12
  Net Realized and Unrealized Gain (Loss) on Investments ...........              2.23                 6.38             (0.26)
                                                                           -----------          -----------       -----------
    Total from Investment Operations ...............................              2.49                 6.88             (0.14)
                                                                           -----------          -----------       -----------
  Less Distributions:                                                  
  Dividends from Net Investment Income .............................             (0.48)               (0.23)             --
  Distributions from Net Realized Gain on Investment Sold ..........             (0.33)                --                --
                                                                           -----------          -----------       -----------
    Total Distributions ............................................             (0.81)               (0.23)             --
                                                                           -----------          -----------       -----------
  Common Shares Offering Costs .....................................              --                   --               (0.05)
                                                                           -----------          -----------       -----------
  Net Asset Value, End of Period ...................................       $     28.14          $     26.46       $     19.81
                                                                           ===========          ===========       ===========
  Per Share Market Value, End of Period ............................       $     22.88          $     22.75       $     18.00
                                                                           ===========          ===========       ===========
  Total Investment Return at Market Value ..........................              3.88%(a)            27.91%           (10.00%)(a)
                                                                       
Ratios and Supplemental Data                                           
  Net Assets, End of Period (000's omitted) ........................       $   647,280          $   608,724       $   455,656
  Ratio of Expenses to Average Net Assets ..........................              1.47%*               1.49%             1.51%*
  Ratio of Net Investment Income to Average Net Assets .............              1.87%*               2.22%             3.22%*
  Portfolio Turnover Rate ..........................................                 7%                   8%                0%
  Average Broker Commission Rate (per share of security) (b) .......       $      0.07                  N/A               N/A
</TABLE>

*    On an annualized basis.
(a)  Not annualized.
(b)  Average  broker  commission  rate (per share of  security)  as  required by
     amended disclosure requirements effective September 1, 1995.

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


                       SEE NOTES TO FINANCIAL STATEMENTS.


                                        9

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

                              Financial Statements

             John Hancock Funds - Bank and Thrift Opportunity Fund

Schedule of Investments
April 30, 1996 (Unaudited)
- ------------------------------------------------------------------------------
                                                        NUMBER OF    MARKET
DESCRIPTION, ISSUER, STATE                               SHARES       VALUE
- --------------------------                               ------       -----
COMMON STOCKS AND WARRANT
Money Center Banks (0.20%)
  Chase Manhattan Corp. (NY) ...................          18,387  $  1,266,405
                                                                  ------------
Super Regionals (7.92%)                             
  Barnett Banks, Inc. (FL) .....................         230,000    14,576,250
  Fleet Financial Group, Inc. (MA) .............         205,206     8,823,858
  Norwest Corp. (MN) ...........................         187,394     6,769,608
  PNC Bank Corp. (PA) ..........................         697,000    21,084,250
                                                                  ------------
                                                                    51,253,966
                                                                  ------------
Regionals (51.71%)                                  
  ABC Bancorp. (GA) ............................          40,000       580,000
  Alabama National Bancorp. (AL) ...............         130,000     1,738,750
  American Bancorp. (WV) .......................          17,500       393,750
  American Bancshares, Inc. * (FL) .............          60,000       397,500
  Atlantic Bancorp. * (ME) (R) .................         150,000     1,902,000
  Bancorp Hawaii, Inc. (HI) ....................         300,000    10,875,000
  BancorpSouth, Inc. (MS) ......................          50,000     1,225,000
  Banknorth Group, Inc. (VT) ...................          86,500     3,027,500
  BanPonce Corp. (PR) ..........................         150,000     6,975,000
  Benson Financial Corp. (TX) + ................         228,300     4,508,925
  Beverly National Corp. (MA) ..................          25,000       468,750
  BNCCorp, Inc. * (ND) .........................          45,000       427,500
  Boatmen's Bancshares, Inc. (MO) ..............          62,000     2,402,500
  Broad National Bancorp. (NJ) .................          38,325       411,994
  California State Bank (CA) ...................          89,200     1,326,850
  Carolina First Corp. (NC) ....................          28,242       600,143
  CCB Financial Corp. (NC) .....................          34,800     1,796,550
  Centura Banks, Inc. (NC) .....................          80,000     2,920,000
  Century Financial Corp. (PA) .................          10,000       157,500
  Chittenden Corp. (VT)  .......................          31,250       843,750
  Colonial BancGroup, Inc. (AL) ................         385,000    13,041,875
  Columbia Bancorp. (MD) .......................          24,000       462,000
  Comerica, Inc. (MI) ..........................         165,000     7,177,500
  Commercial Bankshares, Inc. (FL) .............          34,000       467,500
  Commonwealth Bankshares, Inc. * (VA) .........          25,440       228,960
  Community Banks, Inc. (PA) ...................          30,000       765,000
  Compass Bancshares Inc. (AL) .................         292,000     9,782,000
  Corestates Financial Corp. (PA) ..............         250,875     9,784,125
  County Bank of Chesterfield (VA) .............          30,000       390,000
  Crestar Financial Corp. (VA) .................         267,000    15,052,125
  Dauphin Deposit Corp. (PA) ...................          80,000     2,300,000
  Desert Community Bank * (CA) .................          37,000       531,875
                                                    
The Schedule of Investments  is a complete list of all securities  owned by Bank
and Thrift  Opportunity  Fund on April 30,  1996.  It's  divided  into four main
categories:common  stocks and warrant,  preferred  stocks,  bonds and short-term
investments.  The common  stocks  and  warrant,  preferred  stocks and bonds are
further broken down by industry groups. Short-term investments,  which represent
the Fund's "cash" position, are listed last.
                                                    
                                                        NUMBER OF    MARKET
DESCRIPTION, ISSUER, STATE                               SHARES       VALUE
- --------------------------                               ------       -----
Regionals (continued)                               
  Empire Banc Corp. (MI) .......................          13,625  $    507,531
  Evergreen Bancorp., Inc. (NY) ................          25,000       587,500
  Financial Trust Corp. (PA) ...................          90,000     2,745,000
  First American Corp. (TN) ....................         317,100    13,556,025
  First of America Bank Corp. (MI) .............         308,300    13,950,575
  First Commerce Corp. (LA) ....................         370,000    12,580,000
  First Security Corp. (UT) ....................         155,000     3,913,750
  First State Bancorp. (NM) ....................          82,625       939,859
  First Tennessee National Corp. (TN) ..........         106,200     3,504,600
  First Victoria National Bank (TX) ............          48,100     1,082,250
  Firstar Corp. (WI) ...........................         191,500     8,904,750
  FNB Bankshares (ME) +  .......................          20,780       581,840
  FNB Corp. (PA) ...............................          38,587       911,618
  Harleysville National Corp. (PA) .............          32,200       853,300
  Hometown Bancorp., Inc. * (CT) ...............          42,000       708,750
  Imperial Bancorp. * (CA) .....................          83,700     2,029,725
  Integra Financial Corp. (PA) .................         245,700    18,151,088
  Magna Group, Inc. (MO) .......................          80,000     1,800,000
  Mahaska Investment Co. (IA) + ................         149,500     2,279,875
  Mercantile Bancorp., Inc. (MO) ...............         255,247    11,358,491
  MetroBanCorp. (IN) ...........................          49,000       294,000
  Mississippi Valley Bankshares, Inc. (MO) .....          47,500     1,436,875
  New England Community Bancorp ................    
    (Class A) (CT) + ...........................         165,000     1,732,500
  North Fork Bancorp., Inc. (NY) ...............          30,800       731,500
  Old Kent Financial Corp. (MI) ................         186,375     6,989,062
  Oriental Bank & Trust (PR) ...................          68,750     1,246,094
  Provident Bankshares Corp. (MD) ..............         111,825     3,620,334
  Regions Financial Corp. (AL) .................          82,956     3,826,345
  Riggs National Corp. (DC) ....................         190,000     2,375,000
  Salem Bank and Trust (VA) ....................          42,000       546,000
  Santa Barbara Bancorp. (CA) ..................           4,500       115,313
                                                    
                                                    
                       SEE NOTES TO FINANCIAL STATEMENTS.
                                                    
                                       10           
                                                    
<PAGE>                                            

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

                              Financial Statements

             John Hancock Funds - Bank and Thrift Opportunity Fund

                                                        NUMBER OF    MARKET
DESCRIPTION, ISSUER, STATE                               SHARES       VALUE
- --------------------------                               ------       -----
Regionals (continued)
  Security Shares, Inc. (TX) (r) ...............         200,000  $  1,518,000
  Signet Banking Corp. (VA) ....................         355,000     8,697,500
  Southern National Corp. (NC) .................         558,880    15,578,780
  Southtrust Corp. (AL)  .......................         580,000    15,732,500
  Southwest Bancorp., Inc. (OK) ................          78,500     1,491,500
  Summit Bancorp. (NJ) (formerly UJB                
    Financial Corp.) ...........................         452,420    16,060,910
  Sun Bancorp., Inc. (NJ) (r) ..................          50,000       879,000
  Surety Capital Corp. * (TX) + ................         303,700     1,157,856
  Tehama County Bank * (CA) ....................          46,052       529,598
  Union Planters Corp. (TN) ....................         437,900    13,191,737
  United Security Bancorp. * (WA) ..............         127,050     1,588,125
  US Bancorp. (OR) .............................         726,760    23,528,855
  US Trust Corp. (NY) ..........................          26,000     1,423,500
  Vectra Banking Corp. * (CO) ..................          34,100       417,725
  Ventura County National Bancorp. * (CA) ......         213,909       869,005
  West Coast Bancorp. (OR) .....................          48,950       911,694
  Whitney Holding Corp. (LA) ...................         128,500     3,919,250
  Yardville National Bank (NJ) .................          25,500       408,000
                                                                   -----------
                                                                   334,725,007
                                                                   -----------
Thrifts (25.61%)                                    
  Ambanc Holding Co., Inc. * (NY) ..............          45,000       421,875
  American Federal Bank, FSB (SC) ..............         140,000     2,205,000
  American National Bancorp., Inc. (MD) ........         146,470     1,483,009
  Avondale Financial Corp. * (IL) ..............          51,000       701,250
  Bank West Financial Corp. (MI) + .............         210,000     1,995,000
  BostonFed Bancorp., Inc. (MA) ................         101,300     1,253,588
  Calumet Bancorp., Inc. * (IL) ................          33,000       915,750
  Cameron Financial Corp. (MO) .................          90,000     1,260,000
  CB Bancorp., Inc. * (IN) .....................          45,000       731,250
  Charter Financial, Inc. (IL) .................          35,000       406,875
  Collective Bancorp., Inc. (NJ) ...............         521,500    12,613,781
  Community Financial Corp. * (IL) .............          25,000       306,250
  Community Investors Bancorp., Inc. (OH) ......          10,000       152,500
  Conestoga Bancorp., Inc. (NY) ................          75,000     1,565,625
  Crazy Woman Creek Bancorp., Inc. * (WY) ......          30,000       315,000
  CSB Financial Corp. (VA) .....................          70,000     1,452,500
  CSB Financial Group, Inc. * (IL) .............          40,000       360,000
  Equitable Federal Savings Bank * (MD) + ......          40,000     1,050,000
  FFVA Financial Corp. (VA) ....................          25,000       781,250
  Fidelity Federal Bank (Class A) * (CA) .......         282,858     2,581,079
  Financial Bancorp., Inc. (NY) ................          85,000     1,126,250
  First Bell Bancorp., Inc, (PA) ...............          82,500     1,134,375
  First Colorado Bancorp., Inc. (CO) ...........         191,500     2,321,938
  First Defiance Financial Corp. (OH) ..........         526,885     5,664,014
  First Federal Bancorp. * (MN) ................          29,000       384,250
  First Federal Bancshares Eau Claire,              
    Inc. (WI) ..................................         140,000     1,960,000
  First Financial Corp. (WI) ...................          30,418       714,823
  First Keystone Financial, Inc. * (PA) ........          55,000       935,000
  First Mutual Bancorp., Inc. (IL) .............         135,000     1,687,500
  First State Financial Services, Inc. (NJ) ....          22,500       270,000
  Fort Bend Holdings Corp. (TX) ................          35,000       630,000
  Fort Thomas Financial Corp. (KY) .............          13,000       187,688
  Frankfort First Bancorp. (KY) ................          64,418       998,479
  GA Financial, Inc. * (PA) ....................          90,000     1,001,250
  GFSB Bancorp, Inc. (NM) ......................          20,000       280,000
  Greenpoint Financial Corp. (NY) ..............         345,000     9,961,875
  Grove Bank (MA) ..............................           5,000       128,750
  Harbor Federal Bancorp., Inc. (MD) ...........          35,000       459,375
  Hardin Bancorp., Inc. (MO) ...................          40,000       480,000
  Harvest Home Financial Corp. (OH) ............          25,000       306,250
  Highland Federal Bank * (CA) .................         104,167     1,757,818
  Hingham Institute for Savings (MA) ...........          58,000       841,000
  HMN Financial, Inc. * (MN) ...................          96,500     1,471,625
  Home Financial Corp. (FL) ....................          50,000       693,750
  Horizon Bancorp., Inc. (TX) ..................          67,000       753,750
  IBS Financial Corp. (NJ) .....................         110,000     1,512,500
  Imperial Thrift & Loan Assn * (CA) ...........          40,600       583,625
  ISB Financial Corp. (LA) .....................          95,000     1,472,500
  L & B Financial, Inc. (TX) (formerly              
    Sulphur Springs Building & Loan) + .........         127,000     1,905,000
  Lawrence Savings Bank * (MA) .................          75,000       440,625
  Leader Financial Corp. (TN) ..................         303,000    13,332,000
  Little Falls Bancorp., Inc. * (NJ) ...........         150,000     1,650,000
  Logansport Financial Corp. (IN) + ............          77,500       968,750
  Long Island Bancorp., Inc. (NY) ..............         270,000     7,492,500
  MassBank Corp. (MA) ..........................          14,500       474,875
  Meritrust Federal Savings Bank (LA) ..........          18,000       558,000
  MFB Corp. * (IN) .............................          15,000       213,750
  Mid Continent Bancshares, Inc. (KS) ..........          60,000     1,072,500
  Mississippi View Holding Co. (MN) ............          45,000       506,250
  MLF Bancorp., Inc. (PA) ......................          20,000       482,500
  Monterey Bay Bancorp., Inc. * (CA) ...........         130,000     1,543,750
  New Hampshire Thrift Bancshares, Inc. ........    
    (NH) .......................................          25,000       251,563
  North Central Bancshares, Inc. (IA) ..........          95,000     1,009,375
  Northeast Indiana Bancorp., Inc. (IN) ........          45,000       562,500
  Northwest Equity Corp. (WI) + ................          61,000       610,000
  NS & L Bancorp. (MO) .........................           5,000        63,750
  Ottawa Financial Corp. (MI) ..................          25,000       406,250
  Pamrapo Bancorp., Inc. (NJ) ..................          81,000     1,559,250


                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       11

<PAGE>

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

                              Financial Statements

             John Hancock Funds - Bank and Thrift Opportunity Fund

                                                        NUMBER OF    MARKET
DESCRIPTION, ISSUER, STATE                               SHARES       VALUE
- --------------------------                               ------       -----
Thrifts (continued)
  Patriot Bank Corp. (PA) ......................         150,000  $  1,950,000
  PennFed Financial Services, Inc. * (NJ) + ....         375,000     5,718,750
  People's Bancshares, Inc. (MA) ...............          60,000       555,000
  Permanent Bancorp., Inc. (IN) ................          90,000     1,327,500
  PFF Bancorp., Inc. * (CA) ....................          90,000     1,035,000
  Pittsburgh Home Financial Corp. * (PA) .......         100,000     1,068,750
  Portsmouth Bank Shares, Inc. (NH) ............          47,430       640,305
  Potters Financial Corp. (OH) (formerly           
    Potters Savings & Loan Co.) ................          16,000       264,000
  Primary Bank * (NH) ..........................          25,000       328,125
  QCF Bancorp., Inc. * (MN) ....................          20,000       302,500
  Quaker City Bancorp., Inc. * (CA) ............         100,000     1,443,750
  River Bank America * (NY) ....................         115,000       948,750
  Roosevelt Financial Group, Inc. (MO) .........         458,824     8,832,362
  Scotland Bancorp., Inc. * (NC) ...............          22,500       264,375
  Security Bancorp. (MT) .......................          59,500     1,249,500
  SFS Bancorp., Inc. * (NY) + ..................          89,000     1,134,750
  SGV Bancorp., Inc. * (CA) ....................          30,000       277,500
  Southern Banc Co., Inc. (AL) .................          17,000       212,500
  Southern Missouri Bancorp., Inc. (MO) ........          72,000     1,044,000
  Springfield Institution for Savings * (MA) ...         102,500     1,729,687
  St. Landry Financial Corp. * (LA) + ..........          25,000       375,000
  Standard Federal Bancorp. (MI)                   
    (formerly Standard Federal Bank                
    of Troy) ...................................         195,000     7,726,875
  Standard Financial, Inc. (IL) ................         170,000     2,528,750
  Sterling Financial Corp. * (WA) ..............          16,500       226,875
  Sturgis Federal Savings Bank (MI) ............          27,000       465,750
  Tappan Zee Financial, Inc. (NY) ..............          55,000       660,000
  Teche Holding Co. (LA) .......................         100,000     1,325,000
  Texarkana First Financial Corp. (AR) .........          28,000       430,500
  Washington Mutual, Inc. (WA) .................         370,000    10,267,500
  Wells Financial Corp. * (MN) + ...............         167,000     1,753,500
  WesterFed Financial Corp. (MT) ...............         160,000     2,320,000
                                                                   -----------
                                                                   165,780,009
                                                                   -----------
Other - Financial (2.19%)                          
  Aames Financial Corp. ........................          20,000       882,500
  Capital One Financial Corp. ..................         325,000     9,587,500
  Olympic Financial Ltd. * .....................          25,000       556,250
  Union Acceptance Corp. (Class A) * ...........         205,000     3,177,500
                                                                   -----------
                                                                    14,203,750
                                                                   -----------
WARRANT (0.41%)                                    
  Glendale Federal Savings Bank * (CA) .........         325,000     2,640,625
                                                                   -----------
                             TOTAL COMMON STOCKS   
                                     AND WARRANT   
                             (Cost $403,621,681)          (88.04%) 569,869,762
                                                     -----------   -----------
PREFERRED STOCKS                                   
Banks (1.62%)                                      
  Chevy Chase Savings, 13.00% (MD) .............          55,000  $  1,718,750
  Community Bank,                                  
    Ser B, 13.00% (CA) .........................          21,000       556,500
  Fidelity Federal Bank,                           
    Ser A, 12.00% (CA) .........................          40,000     1,085,000
  Greater New York Savings Bank,                   
    Ser B, 12.00% (NY) .........................         100,000     3,000,000
  Matewan BancShares, Inc.,                        
    Ser A, 7.50% (WV) ..........................          25,000       631,250
  Riggs National Corp.,
    Ser B, 10.75% (DC) .........................          93,000     2,580,750
  Sovereign Bancorp.,
    Ser B, 6.25% (PA) ..........................          15,000       900,000
                                                                   -----------
                          TOTAL PREFERRED STOCKS
                               (Cost $9,300,000)          ( 1.62%)  10,472,250
                                                     -----------   -----------

                       SEE NOTES TO FINANCIAL STATEMENTS.

                                       12

<PAGE>

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

                              Financial Statements

             John Hancock Funds - Bank and Thrift Opportunity Fund

                                        INTEREST     PAR VALUE        MARKET
DESCRIPTION, ISSUER                       RATE    (000'S OMITTED)      VALUE
- -------------------                       ----     --------------      -----
BONDS
  Beal Financial Corp. 
    Sr Note 08-15-00 ................    12.75%       $ 2,000      $  2,050,000
  Berkeley Federal Bank & Trust                                    
    Sub Deb 06-15-05 ................    12.00          1,000         1,025,000
  CENFED Financial Corp. (R)                                       
    Sr Note 12-15-01 ................    11.17          3,500         3,718,750
  Centerbank                                                       
    Sub Note 10-01-02  ..............     8.375         1,000           993,750
  Coastal Bancorp, Inc.                                            
    Sr Note 06-30-02 ................    10.00          3,000         2,970,000
  Fidelity Federal Bancorp                                         
    Sub Note 06-01-05  ..............    10.00          1,000           990,000
  First Federal Financial Corp.                                    
    Note 10-01-04 ...................    11.75          3,500         3,325,000
  First Nationwide (Parent)                                        
    Holdings Inc. (R)                                              
    Sr Note 04-15-03 ................    12.50          2,000         2,035,000
  MAF Bancorp, Inc.                                                
    Sub Note 09-30-05  ..............     8.30          1,500         1,477,500
  SFFed Corp. (R)                                                  
    Sr Note 09-01-04 ................    11.20          2,500         2,875,000
  WSFS Financial Corp.                                             
    Sr Note 12-31-05 ................    11.00          3,000         3,030,000
                                                                   ------------
                          TOTAL BONDS
                  (Cost $ 23,831,032)                   (3.79%)      24,490,000
                                                       ------      ------------

DESCRIPTION, ISSUER, STATE
- --------------------------
SHORT-TERM INVESTMENTS
Certificates of Deposit (0.01%)
  Deposits in Mutual Banks ..........                              $     55,603
                                                                   ------------

Joint Repurchase  Agreement (6.50%)
  Investment in a joint repurchase
    agreement transaction with
    SBC Capital Markets, Inc.,
    Dated 4-30-96,  Due 5-01-96
    (secured by U.S. Treasury Bonds
    10.375% due 11-15-12, and
    7.250% due 5-15-16) - Note A ....     5.33%       $42,102        42,102,000
                                                                   ------------
         TOTAL SHORT-TERM INVESTMENTS                   (6.51%)      42,157,603
                                                      -------      ------------
                    TOTAL INVESTMENTS                  (99.96%)    $646,989,615
                                                      =======      ============

NOTES TO SCHEDULE OF INVESTMENTS

*    Non-income producing security

(R)  These  securities  are  exempt  from  registration  under  Rule 144A of the
     Securities  Act of  1933.  Such  securities  may  be  resold,  normally  to
     qualified  institutional  buyers, in transactions exempt from registration.
     Rule 144A securities amounted to $10,530,750 as of April 30, 1996. See Note
     A of the Notes to Financial Statements for valuation policy.
(r)  The  securities  listed  below  are  direct  placement  securities  and are
     restricted as to resale.  The Fund has limited rights to registration under
     the  Securities  Act of 1933 with  respect to  restricted  securities  (not
     including Rule 144A securities). In certain circumstances the Fund may bear
     a portion of the cost of such registrations; otherwise, such costs would be
     borne by the issuer.  See Note A of the Notes to Financial  Statements  for
     valuation policy.  Additional information on these restricted securities is
     as follows:

                                                             MARKET     MARKET
                                                           VALUE AS A    VALUE
                                                           PERCENTAGE    AS OF
                                 ACQUISITION  ACQUISITION  OF FUND'S   APRIL 30,
                                    DATE          COST     NET ASSETS    1996
                                    ----          ----     ----------    ----
Security Shares, Inc. .......     09-29-94     1,150,000     0.23%     1,518,000
Sun Bancorp, Inc. ...........     09-29-94       650,000     0.14%       879,000
                                                                 
+    Denotes an  affiliated  company in which the Fund has ownership of at least
     5% of  the  voting  securities.  (See  Note  E of the  Notes  to  Financial
     Statements).

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.

                                       13


<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

              John Hancock Funds - Bank and Thrift Opportunity Fund

(UNAUDITED)
NOTE A --
ACCOUNTING POLICIES

The John Hancock Bank and Thrift  Opportunity Fund (the "Fund") is a diversified
closed-end management investment company registered under the Investment Company
Act of 1940. To provide the initial capital of the Fund, John Hancock  Advisers,
Inc. (the "Adviser"), a wholly-owned subsidiary of The Berkeley Financial Group,
purchased a total of 5,000  common  shares for an  aggregate  purchase  price of
$100,000 on August 8, 1994.  The  Adviser  was the sole holder of common  shares
until the public offering was completed and the operations of the Fund commenced
on August 23, 1994. The Fund's primary investment objective is long-term capital
appreciation. Significant accounting policies of the Fund are as follows:

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

JOINT  REPURCHASE  AGREEMENT  Pursuant  to an  exemptive  order  issued  by  the
Securities  and  Exchange  Commission,  the Fund,  along with  other  registered
investment  companies  having  a  management  contract  with  the  Adviser,  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.

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 its  taxable  income,  including  any net  realized  gain on
investments, to its shareholders.  Therefore, no federal income tax provision is
required.

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.

DIVIDENDS,  INTEREST AND DISTRIBUTIONS  Dividend income on investment securities
is recorded on the ex-dividend date. Interest income on investment securities is
recorded on the accrual basis.

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

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

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

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

     Risks may also arise if  counterparties do not perform under the contracts'
terms, or if the Fund is unable to offset a contract with


                                       14

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

              John Hancock Funds - Bank and Thrift Opportunity Fund


a counterparty on a timely basis  ("liquidity  risk").  Exchange-traded  options
have  minimal  credit  risk  as the  exchanges  act as  counterparties  to  each
transaction,   and  only  present   liquidity  risk  in  highly  unusual  market
conditions.  To minimize credit and liquidity risks in over- the-counter  option
contracts,  the Fund will continuously  monitor the  creditworthiness of all its
counterparties.

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

     There were no written  option  transactions  for the period ended April 30,
1996.

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.

DISCOUNT ON SECURITIES  The Fund accretes  discount from par value on securities
purchased from either the date of issue or the date of purchase over the life of
the security, as required by the Internal Revenue Code.

ORGANIZATION  EXPENSES  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.

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

Under  the  present  investment  management  contract,  the Fund  pays a monthly
management fee to the Adviser, for a continuous  investment program,  equivalent
on an annual basis to 1.15% of the Fund's average weekly net asset value.

     The Fund has also entered into an administrative agreement with the Adviser
pursuant to which the Adviser provides certain administrative services on behalf
of the Fund. In return, the Fund has agreed to pay a monthly  administration fee
at an annual rate of 0.25% of the Fund's average weekly net asset value.

     Messrs.  Edward J.  Boudreau,  Jr.,  Thomas  W.L.  Cameron,  and 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.  The Adviser  owns 5,000  shares of
beneficial  interest  of 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  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 April 30,
1996, the Fund's  investments to cover the deferred  compensation  liability had
unrealized appreciation of $2,701.

NOTE C --
INVESTMENT TRANSACTIONS

Purchases  and  proceeds  from  sales  of  securities,   other  than  short-term
obligations,  during the period ended April 30, 1996, aggregated $44,133,554 and
$62,973,359, respectively.

     The cost of  investments  owned at April 30,  1996 for  Federal  income tax
purposes was  $436,752,713.  Gross  unrealized  appreciation and depreciation of
investments aggregated $169,547,822 and $1,468,523,  respectively,  resulting in
net unrealized appreciation of $168,079,299.


                                       15

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

              John Hancock Funds - Bank and Thrift Opportunity Fund


NOTE D --
CAPITAL

In  connection  with  a  public   offering,   the  Fund  recorded   proceeds  of
$458,770,000, net of estimated offering costs of $1,230,000 through the issuance
of 23,000,000  common shares at $20.00 per share. As of April 30, 1996, the Fund
had incurred  $1,156,818 of public  offering  expenses and has adjusted  capital
paid-in for $73,182 which  represents  the balance of estimated  offering  costs
which the Fund does not expect to incur.


NOTE E --
TRANSACTIONS IN SECURITIES OF AFFILIATED ISSUERS

Affiliated  issuers, as defined by the Investment Company Act of 1940, are those
in  which  the  Fund's  holdings  of an  issuer  represent  5% or  more  of  the
outstanding   voting   securities  of  the  issuer.  A  summary  of  the  Fund's
transactions  in the  securities of these issuers  during the period ended April
30, 1996 is set forth below.

<TABLE>
<CAPTION>
                                               ACQUISITIONS         DISPOSITIONS
                                  BEGINNING  ----------------------------------------   ENDING
                                    SHARE    SHARE              SHARE                   SHARE     REALIZED   DIVIDEND      ENDING
AFFILIATE                           AMOUNT   AMOUNT   COST      AMOUNT       COST       AMOUNT      GAIN      INCOME        VALUE
- ---------                         -------------------------------------------------------------------------------------------------
<S>                                <C>        <C>    <C>        <C>       <C>           <C>        <C>      <C>          <C>      
Bank West Financial Corp. (MI)     210,000     --     $--         --     $      --      210,000   $   --   $   14,700   $ 1,995,000
Benson Financial Corp. (TX) ...    258,300     --      --       30,000       545,000    228,300    200,000       --       4,508,925
Equitable Federal Savings
   Bank (MD) ..................     40,000     --      --         --            --       40,000       --         --       1,050,000
FNB Bankshares (ME)  ..........     20,780     --      --         --            --       20,780       --        6,234       581,840
L&B Financial, Inc. (TX)           127,000     --      --         --            --      127,000       --       12,700     1,905,000
Logansport Financial Corp. (IN)     77,500     --      --         --            --       77,500       --       15,500       968,750
Mahaska Investment Co. (IA) ...    149,500     --      --         --            --      149,500       --       51,951     2,279,875
New England Community
   Bancorp (CT) ...............    165,000     --      --         --            --      165,000       --       18,975     1,732,500
Northwest Equity Corp. (WI) ...     96,000     --      --       35,000       379,375     61,000    106,250     10,980       610,000
PennFed Financial Services,
   Inc. (NJ) ..................    375,000     --      --         --            --      375,000       --         --       5,718,750
SFS Bancorp, Inc. (NY) ........    105,000     --      --       16,000       196,875     89,000     14,075       --       1,134,750
St. Landry Financial Corp. (LA)     25,000     --      --         --            --       25,000       --         --         375,000
Surety Capital Corp. (TX) .....    303,700     --      --         --            --      303,700       --         --       1,157,856
Wells Financial Corp. (MN) ....    212,000     --      --       45,000       475,001    167,000     68,751       --       1,753,500
                                                     ------               ----------              ---------------------------------
                                                      $--                 $1,596,251              $389,076   $131,040   $25,771,746
                                                     ======               ==========              =================================
</TABLE>

                                       16


<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

              John Hancock Funds - Bank and Thrift Opportunity Fund


NOTE F --
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

Unaudited  quarterly  results of operations  for the period ended April 30, 1996
and the year ended October 31, 1995 are as follows:

<TABLE>
<CAPTION>
                                                                          1996
                                                                 ----------------------
                                                                   THREE MONTHS ENDED
                                                                 JANUARY 31     APRIL 30
                                                                 ----------     --------
                                                                    (000's OMITTED
                                                                 EXCEPT PER SHARE DATA)
                                                                 ----------------------
<S>                                                            <C>           <C>        
Total Investment Income ....................................   $     5,152   $     5,338
Net investment income ......................................         2,834         3,039
Dividends from net investment income .......................        10,985          --
Distributions from net realized gain on investments sold ...         7,477          --
Net realized and unrealized gain on investments ............        36,793        14,279
Per share of beneficial interest:
    Net investment income ..................................          0.12          0.14
    Dividends from net investment income ...................          0.48          --
Distributions from net realized gain on investments sold ...          0.33          --
Net realized and unrealized gain on investments ............          1.60          0.63
Net asset value at end of quarter ..........................   $     23.78   $     28.14
Market value per share:
    High ...................................................        24.750        23.625
    Low ....................................................        22.625        21.750
</TABLE>


<TABLE>
<CAPTION>
                                                                                      1995
                                                                ----------------------------------------------------
                                                                               THREE MONTHS ENDED
                                                                ----------------------------------------------------
                                                                JANUARY 31     APRIL 30       JULY 31     OCTOBER 31
                                                                ----------     --------       -------     ----------
                                                                      (OOO's OMITTED EXCEPT PER SHARE DATA)
                                                                ----------------------------------------------------
<S>                                                            <C>             <C>           <C>          <C>        
Total Investment Income ....................................   $  5,189        $  4,429      $  4,871     $  4,761
Net investment income ......................................      3,525           2,654         2,875        2,480
Dividends from net investment income .......................      5,176            --            --           --
Net realized and unrealized gain on investments ............      3,772          45,475        64,320       33,143
Per share of beneficial interest:                                                                         
  Net investment income ....................................       0.15            0.12          0.12         0.11
  Dividends from net investment income .....................       0.23                                       --
  Net realized and unrealized gain on investments ..........       0.16            1.98          2.80         1.44
Net asset value at end of quarter ..........................   $  19.90        $  21.99      $  24.91     $  26.46
Market value per share:                                                                                   
  High .....................................................     18.375          19.750        23.125       25.000
  Low ......................................................     15.875          18.125        19.125       22.375
</TABLE>


                                       17


<PAGE>

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

             John Hancock Funds - Bank and Thrift Opportunity Fund

INVESTMENT OBJECTIVE AND POLICY

John  Hancock  Bank and  Thrift  Opportunity  fund is a  closed-end  diversified
management  investment  company,  shares of which were initially  offered to the
public  on  August  23,  1994 and are  publicly  traded  on the New  York  Stock
Exchange. Its investment objective is long-term capital appreciation.

DIVIDEND REINVESTMENT PLAN

The Fund provides  shareholders with a Dividend Reinvestment Plan, (the "Plan"),
which offers the  opportunity  to earn  compound  yields.  Each holder of Common
Shares will  automatically have all distributions of dividends and capital gains
reinvested by State Street Bank and Trust Company, 225 Franklin Street,  Boston,
Massachusetts  02110, as agent for holders of Common Shares pursuant to the Plan
(the "Plan Agent") unless an election is made to receive cash.  Each  registered
shareholder will receive from the Plan Agent an authorization  card to be signed
and  returned  if the  shareholder  elects  to  receive  distributions  from net
investment  income in cash or elects not to receive capital gains  distributions
in the form of a shares dividend. The Plan Agent will effect purchases of Common
Shares under the Plan in the open market. The Fund will not issue any new shares
in  connection  with the  Plan.  Holders  of  Common  Shares  who  elect  not to
participate  in the Plan will  receive all  distributions  in cash paid by check
mailed  directly to the  shareholder of record (or if the Common Shares are held
in street or other  nominee  name,  then to the  nominee) by the Plan Agent,  as
divided  disbursing agent.  Shareholders  whose shares are held in the name of a
broker or nominee or shareholders  transferring  such an account to a new broker
or nominee  should  contact the broker or nominee to  determine  whether and how
they may participate in the Plan.

     The Plan  Agent  serves  as agent  for the  holders  of  Common  Shares  in
administering  the Plan.  After the Fund  declares a dividend or makes a capital
gains distribution, the Plan Agent will, as agent for the participants,  receive
the cash payment and use it to buy Common Shares in the open market,  on the New
York Stock Exchange or elsewhere,  for the participants'  accounts. The price of
the shares will be the average  market price at which such shares were purchased
by the Plan Agent.

     Participants  in the Plan may withdraw from the Plan upon written notice to
the Plan Agent.  Such withdrawal  will be effective  immediately if received not
less  than ten days  prior to a  dividend  record  date;  otherwise,  it will be
effective for all subsequent dividend record dates. When a participant withdraws
from the Plan or upon  termination of the Plan as provided below,  either a cash
payment will be made to the  participant for the full value of the Common Shares
credited to the account upon  instruction by the participant or certificates for
whole Common Shares credited to his or her account under the Plan will be issued
and a cash payment  will be made for any fraction of a Common Share  credited to
such account.

     The  Plan  Agent  maintains  each  shareholder's  account  in the  Plan and
furnishes  monthly written  confirmations  of all  transactions in the accounts,
including  information  needed by the shareholders for personal and tax records.
Common Shares in the account of each Plan  participant  will be held by the Plan
Agent in  non-certified  form in the  name of the  participant.  Proxy  material
relating  to  shareholders'  meetings  of the Fund  will  include  those  shares
purchased as well as shares held pursuant to the Plan.

     In the case of shareholders,  such as banks,  brokers,  or nominees,  which
hold Common Shares for others who are the beneficial owners, the Plan Agent will
administer  the Plan on the basis of the number of Common Shares  certified from
time to  time by the  record  shareholders  as  representing  the  total  amount
registered  in the  record  shareholder's  name  and  held  for the  account  of
beneficial  owners who are  participants  in the Plan.  Shares may be  purchased
through broker dealers.

     The Plan  Agent's fees for the handling of  reinvestment  of dividends  and
other  distributions  will be paid by the Fund. Each  participant will pay a pro
rata share of brokerage  commissions  incurred  with respect to the Plan Agent's
open market  purchases in connection  with the  reinvestment  of  distributions.
There are no other charges to participants for reinvesting  dividends or capital
gain distributions.

     Dividends and capital gains  distributions  are taxable whether received in
cash or reinvested in additional Common Shares,  and the automatic  reinvestment
of dividends and capital gain distributions


                                       18

<PAGE>

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

             John Hancock Funds - Bank and Thrift Opportunity Fund

will not  relieve  participants  of any U.S.  income  tax that may be payable or
required to be withheld on such dividends or distributions.

     Experience  under  the  Plan  may  indicate  that  changes  are  desirable.
Accordingly,  the Fund  reserves  the  right to amend or  terminate  the Plan as
applied to any distribution paid subsequent to written notice of the change sent
to all  shareholders of the Fund at least 90 days before the record date for the
dividend or distribution. The Plan also may be amended or terminated by the Plan
Agent by at least 90 days' written notice to all  shareholders  of the Fund. All
correspondence  concerning the Plan should be directed to the Plan Agent at P.O.
Box 8209, Boston, Massachusetts 02266-8209 (telephone 1-800-426-5523).

SHAREHOLDER MEETING

On March 7, 1996, the Annual Meeting of John Hancock Bank and Thrift Opportunity
Fund (the  "Fund") was held to elect five  Trustees  and to ratify the action of
the Trustees in selecting independent auditors for the Fund.

     The  shareholders  elected  the  following  Trustees  to serve  until their
respective  successors are duly elected and qualified,  with the votes tabulated
as follows:

                                                    WITHHELD
NAME OF TRUSTEE                         FOR         AUTHORITY
- ---------------                         ---         ---------
James F. Carlin..............        21,421,930      176,353
William H. Cunningham........        21,414,122      184,160
Charles F. Fretz.............        21,416,174      182,108
Harold R. Hiser, Jr..........        21,414,058      184,224
John P. Toolan...............        21,424,847      173,436

     The  shareholders  also  ratified the  Trustees'  selection of Deloitte and
Touche, LLP as the Fund's independent  auditors for the Fund for the fiscal year
ending October 31, 1996,  with the votes  tabulated as follows:  21,383,842 FOR,
76,565 AGAINST and 137,875 ABSTAINING.


                                       19

<PAGE>

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

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reads: "A Global Investment Management Firm."]

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