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<SEC-DOCUMENT>0000928816-04-001482.txt : 20041230
<SEC-HEADER>0000928816-04-001482.hdr.sgml : 20041230
<ACCEPTANCE-DATETIME>20041230105736
ACCESSION NUMBER:		0000928816-04-001482
CONFORMED SUBMISSION TYPE:	N-CSR
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20041031
FILED AS OF DATE:		20041230
DATE AS OF CHANGE:		20041230
EFFECTIVENESS DATE:		20041230

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HANCOCK JOHN BANK & THRIFT OPPORTUNITY FUND
		CENTRAL INDEX KEY:			0000925683
		IRS NUMBER:				043241844
		STATE OF INCORPORATION:			MA

	FILING VALUES:
		FORM TYPE:		N-CSR
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-08568
		FILM NUMBER:		041232759

	BUSINESS ADDRESS:	
		STREET 1:		101 HUNTINGTON AVE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199
		BUSINESS PHONE:		6173751700

	MAIL ADDRESS:	
		STREET 1:		101 HUNTINGTON AVE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02199

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	HANCOCK JOHN REGIONAL BANK & THRIFT FUND
		DATE OF NAME CHANGE:	19940620
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-CSR
<SEQUENCE>1
<FILENAME>bankthriftt1.txt
<DESCRIPTION>JOHN HANCOCK BANK & THRIFT OPPORTUNITY FUND
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-8568

John Hancock Bank & Thrift Opportunity Fund
(Exact name of registrant as specified in charter)

101 Huntington Avenue, Boston, Massachusetts 02199
(Address of principal executive offices) (Zip code)

Susan S. Newton, Secretary
101 Huntington Avenue
Boston, Massachusetts 02199
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-375-1702

Date of fiscal year end:    October 31

Date of reporting period:   October 31, 2004


<PAGE>


ITEM 1.  REPORT TO SHAREHOLDERS.


JOHN HANCOCK
Bank and Thrift Opportunity Fund

10.31.2004

Annual Report

[A 2" x 1" John Hancock (Signature)/John Hancock Funds logo in lower,
center middle of page. A tag line below reads "JOHN HANCOCK FUNDS."]


<PAGE>


[A photo of James A. Shepherdson, Chief Executive Officer, flush left next
to first paragraph.]


CEO CORNER

Table of contents

Your fund at a glance
page 1

Managers' report
page 2

Fund's investments
page 6

Financial statements
page 13

Trustees & officers
page 26

For more information
page 29


Dear Fellow Shareholders,

The stock market made little, if any, headway year-to-date through October
2004, as it wrestled with a variety of uncertainties. Questions about the
continuing strength of the economy, the effects of rising interest rates
and expectations for corporate earnings growth kept investors jittery. In
addition, record high crude oil prices, geopolitical issues and a closely
contested U.S. presidential race all weighed on the market. The picture
brightened in early November with the election over and oil prices
moderating somewhat.

Year-to-date through October 31, 2004, the Standard & Poor's 500 Index was
up 3.06%, while the Dow Jones Industrial Average and the Nasdaq Composite
Index were slightly negative, returning -2.40% and -1.05%, respectively.
Despite the Federal Reserve's three hikes in short-term interest rates from
historic lows, bonds still managed to outperform stocks, with the Lehman
Brothers Aggregate Bond Index up 4.22%.

In news closer to home, we are pleased to announce that on June 15, 2004,
your fund's Board of Trustees appointed Charles L. Ladner as independent
Chairman of the Board of Trustees, a position previously held by John
Hancock Funds LLC's former Chairman and Chief Executive Officer, Maureen
Ford Goldfarb. This appointment came in advance of new SEC regulations
requiring all mutual funds to have independent chairmen.

Mr. Ladner has served as an independent member of John Hancock Funds' Board
of Trustees since 1992 and formerly held the position of Senior Vice
President and Chief Financial Officer of UGI Corporation, a public utility
holding company in Valley Forge, PA, until his retirement in 1998. He
brings a wealth of knowledge, experience and leadership and we are
delighted to have him serve as Chairman.

Sincerely,

/S/ JAMES A. SHEPHERDSON

James A. Shepherdson,
Chief Executive Officer

This commentary reflects the CEO's views as of October 31, 2004. They are
subject to change at any time.


<PAGE>


YOUR FUND
AT A GLANCE

The Fund seeks
long-term capital
appreciation by nor-
mally investing at
least 80% of its
assets in equity
securities of U.S.
regional banks and
thrifts and holding
companies that
primarily own or
receive a substantial
portion of their
income from
regional banks
or thrifts.

Over the last twelve months

* The broad stock market advanced, but ran into headwinds in 2004 as
  geopolitical issues, rising oil prices and economic uncertainties kept
  investors wary.

* Financial stocks slightly underperformed the market, with merger banks
  among the best performing group.

* The Fund's strong weightings in regional banks and takeover candidates
  helped it outperform its index and peers.

[Bar chart with heading "John Hancock Bank and Thrift Opportunity Fund".
Under the heading is a note that reads "Fund performance for the year ended
October 31, 2004." The chart is scaled in increments of 5% with 0% at the
bottom and 25% at the top. The first bar represents the 17.93% Net asset
value for John Hancock Bank and Thrift Opportunity Fund. The second bar
represents the 21.37% market value for the John Hancock Bank and Thrift
Opportunity Fund. A note below the chart reads, "The total returns for the
Fund include the reinvestment of all distributions. The performance data
contained within this material represents past performance, which does not
guarantee future results."]

Top 10 holdings

 3.3%   SouthTrust Corp.
 3.2%   Zions Bancorp.
 3.0%   Compass Bancshares, Inc.
 3.0%   Bank of America Corp.
 2.9%   Comerica, Inc.
 2.9%   Wells Fargo & Co.
 2.9%   US Bancorp.
 2.6%   North Fork Bancorp., Inc.
 2.6%   M&T Bank Corp.
 2.6%   SunTrust Banks, Inc.

As a percentage of net assets on October 31, 2004.


1
<PAGE>


BY JAMES K. SCHMIDT, CFA, LISA A. WELCH AND THOMAS M. FINUCANE, PORTFOLIO
MANAGERS

MANAGERS'
REPORT


JOHN HANCOCK
Bank and Thrift Opportunity Fund

Portfolio manager Thomas Finucane, who was a portfolio manager at John
Hancock from 1990 to 2002, recently rejoined the team as a co-portfolio
manager after two years at another asset management firm.

The stock market began the Fund's fiscal year last November on an upbeat
path, bolstered by low interest rates, a rebounding economy, tax cuts and
strong corporate earnings growth. But the environment became more difficult
as the new calendar year progressed, and stocks moved sideways for much of
2004. Concerns that the Federal Reserve's moves to raise interest rates
would negatively impact corporate earnings, and questions about the
strength of the economy, combined with a host of other fears to keep
investors wary. The list of uncertainties included spiking oil prices,
hurricanes, terrorism, the Iraq war and the tight U.S. presidential
election race. Although the broad market, as measured by the Standard &
Poor's 500 Index, returned 9.42% in the 12 months ended October 31, 2004,
much of the advance came at the beginning of the period last November and
December.

"...stocks moved sideways for
 much of 2004."

Financial stocks as a group slightly underperformed the broad market, with
the Standard & Poor's 500 Financial Index returning 8.04% in the period.
Regional banks, diversified banks and real estate investment trusts (REITs)
all performed well, as growing uncertainties led investors to these more
conservative safe-haven sectors, given their high dividends and stable
earnings. Regional banks were also bolstered by an upswing in mergers,
while the more market-sensitive names, such as trust banks and brokers,
struggled. Insurance stocks were hit hard at the end of the period by
charges of bid rigging and price fixing against the most prominent
insurance broker, Marsh & McLennan.


2
<PAGE>


Fund performance and strategy

For the year ended October 31, 2004, John Hancock Bank and Thrift
Opportunity Fund posted total returns of 17.93% at net asset value and
21.37% at market value. The difference in the Fund's net asset value (NAV)
performance and its market performance stems from the fact that the market
share price is subject to the dynamics of secondary market trading, which
could cause it to trade at a discount or premium to the Fund's NAV share
price at any time. The Fund's return exceeded the Fund's benchmark Standard
& Poor's 500 Financial Index and the 10.57% return of the average open-end
financial services fund, according to Lipper, Inc.

[Photos of Jim Schmidt, Lisa Welch and Tom Finucane flush right next to
first paragraph.]

Our overweighting in the strong-performing regional bank sector and
primarily good stock selection in the sector were the main drivers of our
outperformance.

The Fund continues to implement the same investment strategy that it has
adhered to since its inception in August 1994. The Fund owns regional banks
that have good fundamentals and are selling at attractive valuations, and,
as an added plus, could also be potential candidates for merger activity.
This investment approach -- and its focus on regional banks -- has served
long-time shareholders well and continues to generate very competitive
returns. Since its inception in 1994, the Fund has produced average annual
returns of 16.53% at net asset value, outperforming the 14.25% annual
return at net asset value of Lipper's average open-end financial services
fund and the 10.82% average annual return of the S&P 500 Index in the same
period through October 31, 2004.

"...banks involved in mergers were
 some of our biggest contributors to
 performance..."

Mergers: dominant performance driver

Merger activity picked up significantly over the last 12 months -- an
average of one deal a month in our fund alone -- spearheaded by the
announced mega-merger between FleetBoston and Bank of America just before
the fiscal year began. Not surprisingly, banks involved in mergers were
some of our biggest contributors to performance during the year, including
FleetBoston and Bank of America, whose stock rebounded as the market became
more comfortable with the acquisition. Of our top 12 performers, five were
takeout names,


3
<PAGE>


and our large stakes in these regional banks at the time of the announced
deals made a significant positive impact on performance. Some of the bigger
names and top performers included Charter One, which was acquired by Royal
Bank of Scotland, SouthTrust, which was bought by Wachovia, National Commerce
Financial, which was acquired by SunTrust, and Banknorth which received an
acquisition bid from Toronto Dominion. Greenpoint Financial, which was
acquired by North Fork Bancorporation, and Bank One, which was bought by
JPMorgan Chase, were also top contributors.

[Table at top left-hand side of page entitled "Top five industry groups." The
first listing is Regional banks 66%, the second is Diversified banks 14%, the
third is Thrifts & mortgage finance 7%, the fourth is Other diversified
financial service 5%, and the fifth is Asset management & custody banks 5%].

We also were well served by our large weightings in mid-cap banks whose
stocks did very well, some because of heightened speculation that they
would become takeover targets, and some because they are perceived to be
asset-sensitive, that is, their income rises as interest rates increase.
These included East West Bancorp., Compass Bancshares, Comerica, Colonial
BancGroup, Zions Bancorp and TCF Financial.

[Pie chart in middle of page with heading "Portfolio diversification As a
percentage of net assets on 10-31-04." The chart is divided into two
sections (from top to left): Common stocks 98% and Short-term investments &
other 2%.]

Market-sensitive stocks lag

The biggest disappointments were market-sensitive stocks that struggled
along with the decline in the stock market, as the bulk of their earnings
come from market-related activities. These detractors included Citigroup,
Mellon Financial Corp. and State Street Corp. Some of the mortgage-related
names also faded as interest rate volatility made conditions difficult for
such companies as Washington Mutual and First Horizon National.


4
<PAGE>


Regulatory risk hurt several of our holdings, including Fannie Mae, which had
accounting issues. Our large stake in Fifth Third Bancorp also hurt, as the
bank struggled with regulatory issues and disappointing earnings.

[Table at top of page entitled "Scorecard." The header for the left column
is "Investment" and the header for the right column is "Period's
performance...and what's behind the numbers." The first listing is East
West Bancorp followed by an up arrow with the phrase "Chinese-focused bank
continues to shine." The second listing is SouthTrust followed by an up
arrow with the phrase "Acquired by Wachovia." The third listing is State
Street followed by a down arrow with the phrase "Earnings disappointments
in a tough operating environment."]

Outlook

Bank fundamentals remain in good shape, with solid earnings growth,
improving margins and signs that commercial lending is picking up. We
believe bank stocks can serve as a good safe haven, especially in an
uncertain economic environment, with their stable earnings, healthy
dividends and merger activity, which we believe will continue. Given the
strong outperformance in the last several years of small banks, we think
that large-cap financial names now trade at more attractive valuations.

"Bank fundamentals remain in good
 shape, with solid earnings growth,
 improving margins and signs that
 commercial lending is picking up."

This commentary reflects the views of the portfolio managers through the
end of the Fund's period discussed in this report. The managers' statements
reflect their own opinions. As such, they are in no way guarantees of
future events, and are not intended to be used as investment advice or a
recommendation regarding any specific security. They are also subject to
change at any time as market and other conditions warrant.

Sector investing is subject to greater risks than the market as a whole.


5
<PAGE>


FINANCIAL STATEMENTS

FUND'S
INVESTMENTS

Securities owned
by the Fund on
October 31, 2004

This schedule is divided into three main categories: bonds, common stocks
and short-term investments. Bonds and common stocks are further broken down
by industry group. Short-term investments, which represent the Fund's cash
position, are listed last.

<TABLE>
<CAPTION>

                                                  Interest       Maturity        Credit      Par value
Issuer, description                                   rate           date        rating          (000)         Value
<S>                                                <C>          <C>             <C>          <C>            <C>
Bonds 0.10%                                                                                                  $951,643
(Cost $770,000)

Regional Banks 0.10%                                                                                          951,643
CSBI Capital Trust I,
Sub Cap Income Ser A (B)(G)                         11.750%      06-06-27        B-          $770,000         951,643

<CAPTION>
Issuer                                                                                         Shares           Value
<S>                                                                                          <C>        <C>
Common stocks 97.57%                                                                                     $920,134,086
(Cost $388,448,921)

Asset Management & Custody Banks 4.65%                                                                     43,905,842
Affiliated Managers Group, Inc. (MA) (I)(L)                                                   245,750      13,722,680
Federated Investors, Inc. (Class B) (PA)                                                       30,000         869,700
Investors Financial Services Corp. (MA)                                                        15,000         577,350
Legg Mason, Inc. (MD)                                                                         198,750      12,662,362
Mellon Financial Corp. (PA)                                                                   330,000       9,537,000
Northern Trust Corp. (IL)                                                                      70,000       2,977,800
State Street Corp. (MA)                                                                        79,000       3,558,950

Consumer Finance 0.27%                                                                                      2,563,000
MBNA Corp. (DE)                                                                               100,000       2,563,000

Diversified Banks 14.14%                                                                                  133,331,949
Bank of America Corp. (NC)                                                                    634,670      28,426,869
Comerica, Inc. (MI)                                                                           447,400      27,519,574
Fifth Third Bancorp. (OH)                                                                     467,563      22,999,424
U.S. Bancorp. (MN)                                                                            941,041      26,923,183
Wells Fargo & Co. (CA)                                                                        459,861      27,462,899

Investment Banking & Brokerage 0.04%                                                                          420,245
Piper Jaffray Cos., Inc. (MN) (I)(L)                                                            9,610         420,245

See notes to
financial statements.


6
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>
Issuer                                                                                         Shares           Value
<S>                                                                                          <C>        <C>
Life & Health Insurance 0.72%                                                                              $6,776,600
MetLife, Inc. (NY)                                                                            104,000       3,988,400
Prudential Financial, Inc. (NJ)                                                                60,000       2,788,200

Other Diversified Financial Service 4.76%                                                                  44,848,715
CIT Group, Inc. (NJ)                                                                          100,600       4,064,240
Citigroup, Inc. (NY)                                                                          505,925      22,447,892
JPMorgan Chase & Co. (MA)                                                                     475,041      18,336,583

Property & Casualty Insurance 0.23%                                                                         2,175,000
XL Capital Ltd. (Class A) (Cayman Islands) (L)                                                 30,000       2,175,000

Regional Banks 65.60%                                                                                     618,602,317
ABC Bancorp. (GA)                                                                              65,400       1,330,236
Alabama National Bancorp. (AL)                                                                142,500       9,105,750
AmericanWest Bancorp. (WA) (I)                                                                357,921       7,104,732
AmSouth Bancorp. (AL)                                                                          95,879       2,530,247
Bank of New York Co., Inc. (The) (NY)                                                         288,000       9,348,480
Banknorth Group, Inc. (ME)                                                                    682,688      24,078,406
BB&T Corp. (NC) (L)                                                                           344,846      14,176,619
Beverly National Corp. (MA)                                                                    47,500       1,273,000
BOK Financial Corp. (OK) (I)                                                                  117,208       5,334,136
Camden National Corp. (ME)                                                                    140,000       5,159,000
Capital City Bank Group, Inc. (FL)                                                             59,635       2,332,325
Cardinal Financial Corp. (VA) (I)                                                              86,200         857,690
Cascade Bancorp. (OR)                                                                         194,272       3,934,008
Chittenden Corp. (VT)                                                                         175,245       4,962,938
City Holding Co. (WV)                                                                          41,600       1,441,440
City National Corp. (CA)                                                                      224,427      15,463,020
CoBiz, Inc. (CO)                                                                                8,650         171,659
Colonial BancGroup (The), Inc. (AL)                                                           585,200      12,669,580
Columbia Bancorp. (MD)                                                                         90,000       2,800,800
Columbia Bancorp. (OR)                                                                         13,250         236,513
Columbia Banking System, Inc. (WA)                                                             29,645         726,303
Commercial Bankshares, Inc. (FL)                                                               63,702       2,246,770
Community Banks, Inc. (PA)                                                                    105,055       3,061,303
Compass Bancshares, Inc. (AL) (L)                                                             600,857      28,702,939
Cullen/Frost Bankers, Inc. (TX)                                                                20,000         980,000
Dearborn Bancorp., Inc. (MI) (I)                                                               37,470       1,011,690
Desert Community Bank (CA)                                                                    137,500       3,553,000
DNB Financial Corp. (PA)                                                                       65,830       1,678,665
East West Bancorp., Inc. (CA)                                                                 540,000      21,621,600

See notes to
financial statements.


7
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>
Issuer                                                                                         Shares           Value
<S>                                                                                           <C>          <C>
Regional Banks (continued)
EuroBancshares, Inc. (Puerto Rico) (I)                                                         87,830      $1,629,247
F.N.B. Corp. (PA)                                                                              90,049       1,848,706
Financial Institutions, Inc. (NY)                                                              73,000       1,924,280
First Charter Corp. (NC)                                                                       52,200       1,332,666
First Horizon National Corp. (TN)                                                             163,400       7,071,952
First Midwest Bancorp., Inc. (IL)                                                              19,000         663,290
First National Bankshares of Florida (FL)                                                      92,750       2,289,997
First Regional Bancorp. (CA) (I)                                                              100,000       3,753,000
First Regional Bancorp. (CA) (I)                                                               50,000       2,085,000
First State Bancorp. (NM)                                                                      65,000       2,294,500
FirstMerit Corp. (OH)                                                                           2,950          77,084
FNB Bankshares (ME) (A)                                                                        62,340       2,540,978
Fulton Financial Corp. (PA) (L)                                                               106,803       2,291,992
Glacier Bancorp., Inc. (MT)                                                                   294,231       9,312,411
Harleysville National Corp. (PA)                                                              137,776       3,522,932
Hibernia Corp. (Class A) (LA)                                                                 230,000       6,670,000
Independent Bank Corp. (MI)                                                                   308,105       8,371,213
International Bancshares Corp. (TX)                                                           160,270       5,929,990
KeyCorp (OH) (L)                                                                              320,000      10,748,800
M&T Bank Corp. (NY) (L)                                                                       238,657      24,581,671
Marshall & Ilsley Corp. (WI) (L)                                                              423,795      17,786,676
MB Financial, Inc. (IL)                                                                       105,000       4,487,700
Mercantile Bankshares Corp. (MD)                                                              209,500      10,211,030
Merrill Merchants Bankshares, Inc. (ME)                                                        73,687       1,588,692
Mid-State Bancshares (CA)                                                                      50,000       1,341,500
National City Corp. (DE) (L)                                                                  568,188      22,142,286
North Fork Bancorp., Inc. (NY)                                                                559,695      24,682,550
Northrim Bancorp., Inc. (AK)                                                                   70,053       1,593,706
Oriental Financial Group, Inc. (Puerto Rico)                                                   18,395         521,130
Pacific Capital Bancorp. (CA)                                                                 364,354      11,597,388
Placer Sierra Bancshares (CA)                                                                  14,550         349,200
PNC Financial Services Group (PA)                                                             418,500      21,887,550
Prosperity Bancshares, Inc. (TX)                                                              120,000       3,270,000
Provident Bankshares Corp. (MD)                                                               165,058       5,732,464
Regions Financial Corp. (AL)                                                                  127,390       4,468,841
Republic Bancorp., Inc. (MI)                                                                    3,000          50,130
S&T Bancorp., Inc. (PA)                                                                       154,700       5,575,388
Sandy Spring Bancorp., Inc. (MD)                                                                9,500         328,510
Security Bank Corp. (GA)                                                                       35,000       1,233,750

See notes to
financial statements.


8
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>
Issuer                                                                                         Shares           Value
<S>                                                                                          <C>          <C>
Regional Banks (continued)
Sky Financial Group, Inc. (OH)                                                                234,850      $6,312,768
SNB Bancshares, Inc. (TX) (I)                                                                  94,340       1,226,420
SouthTrust Corp. (AL)                                                                         709,350      30,906,380
Southwest Bancorp. of Texas, Inc. (TX)                                                        520,660      12,204,270
Southwest Bancorp., Inc. (OK)                                                                   9,000         211,320
Summit Bancshares, Inc. (TX)                                                                  139,500       4,741,605
SunTrust Banks, Inc. (GA) (L)                                                                 346,826      24,409,614
Synovus Financial Corp. (GA)                                                                  450,000      12,235,500
Taylor Capital Group, Inc. (IL)                                                               213,200       6,257,420
TCF Financial Corp. (MN) (L)                                                                  428,016      13,491,064
Texas United Bancshares, Inc. (TX)                                                             47,100         847,329
TriCo Bancshares (CA)                                                                          53,000       1,150,630
UCBH Holdings, Inc. (CA)                                                                      200,000       8,618,000
Umpqua Holdings Corp. (OR)                                                                    177,901       4,426,177
Univest Corp. (PA)                                                                            136,812       5,493,002
Valley National Bancorp. (NJ)                                                                 149,892       4,250,937
Vineyard National Bancorp., Co. (CA) (I)                                                      150,000       3,944,700
Virginia Commerce Bancorp., Inc. (VA) (I)                                                      13,337         392,108
West Coast Bancorp. (OR)                                                                       67,583       1,601,717
Whitney Holding Corp. (LA)                                                                    106,500       4,644,465
Wilmington Trust Corp. (DE)                                                                   350,000      12,096,000
Yardville National Bancorp. (NJ)                                                               97,400       3,231,732
Zions Bancorp. (UT)                                                                           456,825      30,228,110

Thrifts & Mortgage Finance 7.16%                                                                           67,510,418
Astoria Financial Corp. (NY)                                                                   71,910       2,810,962
Commercial Capital Bancorp., Inc. (CA)                                                        450,000      10,093,500
Countrywide Financial Corp. (CA)                                                              450,000      14,368,500
Fannie Mae (DC)                                                                                80,500       5,647,075
Freddie Mac (VA)                                                                              140,000       9,324,000
Hingham Institute for Savings (MA)                                                             80,000       3,300,000
LSB Corp. (MA)                                                                                 65,000       1,257,750
New York Community Bancorp, Inc. (NY)                                                          40,000         734,400
NewAlliance Bancshares, Inc. (CT)                                                              12,581         174,624
PennFed Financial Services, Inc. (NJ)                                                         156,800       5,083,456
Sovereign Bancorp, Inc. (PA)                                                                   30,000         649,500
Washington Mutual, Inc. (WA)                                                                  276,812      10,715,393
Webster Financial Corp. (CT)                                                                   70,110       3,351,258

See notes to
financial statements.


9
<PAGE>


FINANCIAL STATEMENTS

<CAPTION>
                                                                               Interest     Par value
Issuer, description, maturity date                                             rate         (000s)              Value
<S>                                                                           <C>             <C>        <C>
Short-term investments 8.51%                                                                              $80,244,730
(Cost $80,244,730)

Certificates of Deposit 0.01%                                                                                  73,787
Deposits in mutual banks                                                                          $74          73,787

Joint Repurchase Agreement 2.01%                                                                           18,973,000
Investment in a joint repurchase agreement
transaction with Morgan Stanley --
Dated 10-29-04, due 11-01-04 (secured
by U.S. Treasury Bond 8.125% due
08-15-19, U.S. Treasury Note 5.875%
due 11-15-04, U.S. Treasury Inflation
Indexed Bonds 3.625% due 04-15-28
and 3.375% due 04-15-32, and U.S.
Treasury Inflation Indexed Notes 3.375%
thru 3.875% due 01-15-09 thru 01-15-12)                                        1.77%           18,973      18,973,000

<CAPTION>
                                                                                               Shares
<S>                                                                                       <C>         <C>
Cash Equivalents 6.49%                                                                                     61,197,943
AIM Cash Investment Trust (T)                                                              61,197,943      61,197,943

Total investments 106.18%                                                                              $1,001,330,459

Other assets and liabilities, net (6.18%)                                                                ($58,283,593)

Total net assets 100.00%                                                                                 $943,046,866

</TABLE>


(A) Issuer is an affiliate of John Hancock Advisers, LLC.

(B) This security is fair valued in good faith under procedures established
    by the Board of Trustees.

(G) Security rated internally by John Hancock Advisers, LLC.

(I) Non-income-producing security.

(L) All or a portion of this security is on loan as of October 31, 2004.

(T) Represents investment of securities lending collateral.

Parenthetical disclosure of a foreign country in the security description
represents country of a foreign issuer.

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.


10
<PAGE>


FINANCIAL STATEMENTS

PORTFOLIO
CONCENTRATION

October 31, 2004
(unaudited)

This table shows the
percentages of the
Fund's investments
aggregated by
various industries.

                                               Value as a percentage of
Industry distribution                          Fund's total investments
- -----------------------------------------------------------------------
Asset Management & Custody Banks                                  4.38%
Consumer Finance                                                  0.26
Diversified Banks                                                13.31
Investment Banking & Brokerage                                    0.04
Life & Health Insurance                                           0.68
Other Diversified Financial Service                               4.48
Property & Casualty Insurance                                     0.22
Regional Banks                                                   61.88
Thrifts & Mortgage Finance                                        6.74
Short-term investments                                            8.01

Total investments                                               100.00%


See notes to
financial statements.


11
<PAGE>


FINANCIAL STATEMENTS

ASSETS AND
LIABILITIES

October 31, 2004

This Statement
of Assets and
Liabilities is the
Fund's balance
sheet. It shows
the value of
what the Fund
owns, is due
and owes. You'll
also find the net
asset value for each
common share.

Assets
Investments at value, including $60,257,728
of securities loaned
Unaffiliated issuers (cost $468,896,501)                         $998,789,481
Affiliated issuers (cost $567,150)                                  2,540,978
Cash                                                                  199,510
Receivable for investments sold                                     2,622,647
Dividends and interest receivable                                   1,549,907
Other assets                                                          161,896

Total assets                                                    1,005,864,419

Liabilities
Payable for investments purchased                                     213,180
Payable upon return of securities loaned                           61,197,943
Payable to affiliates
Management fees                                                     1,020,046
Other                                                                  88,700
Other payables and accrued expenses                                   297,684

Total liabilities                                                  62,817,553

Net assets
Capital paid-in                                                   396,957,918
Accumulated net realized gain on investments                        5,312,042
Net unrealized appreciation of investments                        531,866,808
Accumulated net investment income                                   8,910,098

Net assets                                                       $943,046,866

Net asset value per share
Based on 84,400,000 shares of
beneficial interest outstanding --
unlimited number of shares
authorized with no par value                                           $11.17

See notes to
financial statements.


12
<PAGE>


FINANCIAL STATEMENTS

OPERATIONS

For the year ended
October 31, 2004

This 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.

Investment income
Dividends (including $46,339
received from affiliated issuers)                                 $22,805,795
Interest                                                              222,244
Securities lending                                                    178,669

Total investment income                                            23,206,708

Expenses
Investment management fees                                         10,444,940
Administration fees                                                 2,270,639
Custodian fees                                                        146,196
Miscellaneous                                                         133,079
Printing                                                              122,698
Registration and filing fees                                           74,567
Professional fees                                                      59,775
Trustees' fees                                                         54,275
Transfer agent fees                                                    47,460
Securities lending fees                                                 4,684
Interest                                                                  182

Total expenses                                                     13,358,495
Less expense reductions                                              (767,650)

Net expenses                                                       12,590,845

Net investment income                                              10,615,863

Realized and unrealized gain
Net realized gain on investments                                   73,802,030
Change in net unrealized appreciation (depreciation)
of investments                                                     57,014,888

Net realized and unrealized gain                                  130,816,918

Increase in net assets from operations                           $141,432,781

See notes to
financial statements.


13
<PAGE>


FINANCIAL STATEMENTS

CHANGES IN
NET ASSETS

These Statements
of Changes in Net
Assets show how
the value of the
Fund's net assets
has changed
during the last
two  periods. The
difference reflects
earnings less
expenses, any
investment
gains and losses,
and distributions
paid to
shareholders.
                                                        Year          Year
                                                       ended         ended
                                                    10-31-03      10-31-04
Increase (decrease) in net assets
From operations

Net investment income                            $10,173,850   $10,615,863
Net realized gain                                 43,579,476    73,802,030
Change in net unrealized
appreciation (depreciation)                      136,897,644    57,014,888

Increase in net assets resulting
from operations                                  190,650,970   141,432,781

Distributions to shareholders
From net investment income                        (9,831,756)   (9,873,112)
From net realized gain                           (62,701,604) (111,939,720)
                                                 (72,533,360) (121,812,832)
Net assets
Beginning of period                              805,309,307   923,426,917

End of period 1                                 $923,426,917  $943,046,866

1 Includes accumulated net investment income of $8,186,559 and $8,910,098,
  respectively.

See notes to
financial statements.


14
<PAGE>


FINANCIAL HIGHLIGHTS

FINANCIAL
HIGHLIGHTS

<TABLE>
<CAPTION>

COMMON SHARES

The Financial Highlights show how the Fund's net asset value for a share
has changed since the end of the previous period.

Period ended                                          10-31-00    10-31-01    10-31-02    10-31-03    10-31-04
<S>                                                   <C>         <C>         <C>         <C>         <C>
Per share operating performance
Net asset value,
beginning of period                                     $11.31       $9.53       $9.76       $9.54      $10.94
Net investment income 1                                   0.19        0.15        0.11        0.12        0.13
Net realized and unrealized
gain (loss) on investments                               (1.27)       0.86        0.88        2.14        1.55
Total from
investment operations                                    (1.08)       1.01        0.99        2.26        1.68
Less distributions
From net investment income                               (0.15)      (0.21)      (0.13)      (0.12)      (0.12)
From net realized gain                                   (0.55)      (0.57)      (1.08)      (0.74)      (1.33)
                                                         (0.70)      (0.78)      (1.21)      (0.86)      (1.45)
Net asset value, end of period                           $9.53       $9.76       $9.54      $10.94      $11.17
Per share market value,
end of period                                            $7.81       $7.88       $7.92       $9.65      $10.14
Total return at market value 2 (%)                      (10.58)       9.56 3     15.39 3     35.54 3     21.37 3

Ratios and supplemental data
Net assets, end of period
(in millions)                                             $804        $823        $805        $923        $943
Ratio of expenses
to average net assets (%)                                 1.47        1.43        1.43        1.43        1.39
Ratio of adjusted expenses
to average net assets 4 (%)                                 --        1.45        1.46        1.48        1.47
Ratio of net investment income
to average net assets (%)                                 2.18        1.51        1.11        1.28        1.17
Portfolio turnover (%)                                      13          27          20           4           5
</TABLE>

1 Based on the average of the shares outstanding.

2 Assumes dividend reinvestment.

3 Total returns would have been lower had certain expenses not been reduced
  during the periods shown.

4 Does not take into consideration expense reductions during the periods
  shown.

See notes to
financial statements.


15
<PAGE>


NOTES TO
STATEMENTS

Note A
Accounting policies

John Hancock Bank and Thrift Opportunity Fund (the "Fund") is a diversified
closed-end 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.

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 may be
valued at amortized cost, which approximates market value. Investments in
AIM Cash Investment Trust are valued at their net asset value each business
day.

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, LLC (the
"Adviser"), a wholly owned subsidiary of John Hancock Financial Services,
Inc., may participate in a joint repurchase agreement transaction.
Aggregate cash balances are invested in one or more large 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.

Expenses

The majority of expenses are directly identifiable to an individual fund.
Expenses that are not readily identifiable to a specific fund are allocated
in such a manner as deemed equitable, taking into consideration, among
other things, the nature and type of expense and the relative sizes of the
funds.

Securities lending

The Fund may lend securities to certain qualified brokers who pay the Fund
negotiated lender fees. The loans are collateralized at all times with cash
or securities with a market value at least equal to the market value of the
securities on loan. As with other extensions of credit, the Fund may bear
the risk of delay of the loaned securities in recovery or even loss of
rights in the collateral, should the borrower of the securities fail
financially. On October 31, 2004, the Fund loaned securities


16
<PAGE>


having a market value of $60,257,728 collateralized by cash in the amount of
$61,197,943. The cash collateral was invested in a short-term instrument.
Securities lending expenses are paid by the Fund to the Adviser.

Federal income taxes

The Fund qualifies as a "regulated investment company" by complying with
the applicable provisions of the Internal Revenue Code and will not be
subject to federal income tax on taxable income that is distributed to
shareholders. Therefore, no federal income tax provision is required.

Dividends, interest
and distributions

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 identifies 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 distributions to shareholders from net investment income
and net realized gains on the ex-dividend date. During the year ended
October 31, 2003, the tax character of distributions paid was as follows:
ordinary income $9,831,756 and long-term capital gains $62,701,604. During
the year ended October 31, 2004, the tax character of distributions paid
was as follows: ordinary income $12,023,624 and long-term capital gains
$109,789,189.

As of October 31, 2004, the components of distributable earnings on a tax
basis included $10,086,081 of undistributed ordinary income and $4,397,653
of undistributed long-term capital gain.

Such distributions and distributable earnings, on a tax basis, are
determined in conformity with income tax regulations, which may differ from
accounting principles generally accepted in the United States of America.
Distributions in excess of tax basis earnings and profits, if any, are
reported in the Fund's financial statements as a return of capital.

Use of estimates

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

Note B

Management fee and
transactions with
affiliates and others

The Fund has an investment management contract with the Adviser. Under the
investment management contract, the Fund pays a monthly management fee to
the Adviser at an annual rate of 1.15% of the Fund's average weekly net
asset value.

The Fund has an agreement with the Adviser to perform certain
administrative services for the Fund. The compensation for the year was at
an annual rate of 0.25% of the average weekly net asset value of the Fund.
The Adviser agreed to limit the administration fee to 0.20% of the Fund's
average weekly net asset value until July 1, 2004, and to 0.10% of the
Fund's average net asset value effective July 1, 2004. Accordingly, the
expense reductions related to the administration fee amounted to $767,650
for the year ended October 31, 2004. The Adviser reserves the right to
terminate this limitation in the future with Trustees' approval. The net
administrative fee compensation for the year amounted to $1,502,989. The
Fund also paid the Adviser the amount of $858 for certain publishing
services, included in the printing fees.

Mr. James A. Shepherdson is a director and/or officer of the Adviser and/or
its


17
<PAGE>


affiliates, as well as Trustee of the Fund. The compensation of unaffiliated
Trustees is borne by the Fund. The unaffiliated Trustees may elect to defer,
for tax purposes, their receipt of this compensation under the John Hancock
Group of Funds Deferred Compen sation 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
investments, as well as any unrealized gains or losses. The Deferred
Compensation Plan investments had no impact on the operations of the Fund.

Note C

Fund common share
transactions

The Fund had no common share transactions during the years ended October
31, 2003 and October 31, 2004.

Note D
Investment
transactions

Purchases and proceeds from sales or maturities of securities, other than
short-term securities and obligations of the U.S. government, during the
year ended October 31, 2004, aggregated $48,294,666 and $165,868,622,
respectively.

The cost of investments owned on October 31, 2004, including short-term
investments, for federal income tax purposes, was $469,590,530. Gross
unrealized appreciation and depreciation of investments aggregated
$532,913,209 and $1,173,280, respectively, resulting in net unrealized
appreciation of $531,739,929. The difference between book basis and tax
basis net unrealized appreciation of investments is attributable primarily
to the tax deferral of losses on certain sales of securities.

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 year ended
October 31, 2004, is set forth below.

<TABLE>
<CAPTION>

                         Beginning        Ending
                             share         share        Realized        Dividend        Ending
Affiliate                   amount        amount            gain          income         value
<S>                        <C>           <C>                 <C>       <C>         <C>
FNB Bankshares (ME)
common stock
bought: none
sold: none                  20,780        62,340*             --        $46,339     $2,540,978

Totals                                                        --        $46,339     $2,540,978

* Reflects 3-for-1 stock split, record date 3-22-04

</TABLE>


Note F
Reclassification of accounts

During the year ended October 31, 2004, the Fund reclassified amounts to
reflect an increase in accumulated net realized gain on investments of $1,035,
a decrease in accumulated net investment income of $19,212 and an increase in
capital paid-in of $18,177. This represents the amounts necessary to report
these balances on a tax basis, ex cluding certain temporary differences, as of
October 31, 2004. Additional


18
<PAGE>


adjustments may be needed in subsequent reporting periods. 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
accounting principles generally accepted in the United States of America, and
book and tax differences in accounting for deferred compensation. The
calculation of net investment income per share in the Fund's Financial
Highlights excludes these adjustments.

Note G
Subsequent event

A special meeting of shareholders was held on December 1, 2004, at which
time one or more new Trustees were elected to the Fund's Board of Trustees.
Several Trustees had reached the age for mandatory retirement and plan to
retire in 2004 and 2005. The Board of Trustees recommended and shareholders
approved a proposal to consolidate the two panels into one Board of
Trustees for all open-end funds within the John Hancock funds complex. The
effective date for the newly elected Trustees to the Fund will be January
1, 2005.


19
<PAGE>


AUDITORS'
REPORT

Report of Deloitte
& Touche LLP,
Independent
Registered Public
Accounting Firm

To the Board of Trustees and Shareholders of John Hancock Bank
and Thrift Opportunity Fund,

We have audited the accompanying statement of assets and liabilities,
including the schedule of investments, of John Hancock Bank and Thrift
Opportunity Fund (the "Fund") as of October 31, 2004, and the related
statement of operations for the year then ended, the statement of changes
in net assets for the years ended October 31, 2004 and 2003 and the
financial highlights for each of the years in the five-year period ended
October 31, 2004. 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.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). 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 at October 31, 2004 by
correspondence with the custodian and brokers; where replies were not
received from brokers, we performed other auditing procedures. 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 the Fund as of October 31, 2004, the results of its operations, the
changes in its net assets and its financial highlights for the respective
stated periods in conformity with accounting principles generally accepted
in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 15, 2004


20
<PAGE>


TAX
INFORMATION

Unaudited

For federal income tax purposes, the following information is furnished with
respect to the distributions of the Fund, if any, paid during its taxable year
ended October 31, 2004.

The Fund designated distributions to shareholders of $109,789,189 as capital
gain dividends.

With respect to the ordinary dividends paid by the Fund for the fiscal year
ended October 31, 2004, 100.00% of the dividends qualifies for the corporate
dividends-received deduction.

The Fund hereby designates the maximum amount allowable of its net taxable
income as qualified dividend income as provided in the Jobs and Growth Tax
Relief Reconciliation Act of 2003. This amount will be reflected on Form
1099-DIV for the calendar year 2004.

Shareholders will be mailed a 2004 U.S. Treasury Department Form 1099-DIV in
January 2005. This will reflect the total of all distributions that are
taxable for calendar year 2004.


21
<PAGE>


Investment
objective
and policy

The 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.

On November 20, 2001 the Fund's Trustees approved the following investment
policy changes effective December 15, 2001: Under normal circumstances, the
Fund will invest at least 80% of its net assets in equity securities of
U.S. regional banks and thrifts and holding companies that primarily own or
receive a substantial portion of their income from regional banks or
thrifts. "Net assets" is defined as net assets plus borrowings for
investment purposes. "Primarily owned" means that the bank or financial
holding company derives a substantial portion of its business from U.S.
regional banks or thrifts as determined by the Adviser, based upon
generally accepted measures such as revenues, asset size and number of
employees. U.S. regional banks or thrifts are ones that provide
full-service banking (i.e. savings accounts, checking accounts, commercial
lending and real estate lending) and whose assets are primarily of domestic
origin. The Fund will notify shareholders at least 60 days prior to any
change in this 80% investment policy.

The Fund may invest in investment-grade debt securities as well as debt
securities rated BB or below by Standard & Poor's Ratings group ("Standard
& Poor's") or Ba or below by Moody's Investors Service, Inc. ("Moody's"),
or, if unrated by such rating organizations, determined by the Adviser to
be of comparable quality.

By-laws

On November 19, 2002, the Board of Trustees adopted several amendments to
the Fund's by-laws, including provisions relating to the calling of a
special meeting and requiring advance notice of shareholder proposals or
nominees for Trustee. The advance notice provisions in the by-laws require
shareholders to notify the Fund in writing of any proposal that they intend
to present at an annual meeting of shareholders, including any nominations
for Trustee, between 90 and 120 days prior to the first anniversary of the
mailing date of the notice from the prior year's annual meeting of
shareholders. The notification must be in the form prescribed by the
by-laws. The advance notice provisions provide the Fund and its Trustees
with the opportunity to thoughtfully consider and address the matters
proposed before the Fund prepares and mails its proxy statement to
shareholders. Other amendments set forth the procedures that must be
followed in order for a shareholder to call a special meeting of
shareholders. Please contact the Secretary of the Fund for additional
information about the advance notice requirements or the other amendments
to the by-laws.

Dividend
reinvestment plan

The Fund offers its shareholders a Dividend Reinvestment Plan, (the
"Plan"), which offers the opportunity to earn compounded yields. Each
holder of common shares will automatically have all distributions of
dividends and capital gains reinvested by Mellon Investor Services as Plan
agent for the shareholders (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. Shareholders may also make their election by notifying the Plan
Agent by telephone or by visiting the Plan Agent's Web site at
www.melloninvestor.com. 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


22
<PAGE>


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 dividend 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 Fund will not issue any new shares in connection with the Plan. 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.

Participants in the Plan may withdraw from the Plan at any time by
contacting the Plan Agent by telephone, in writing or by visiting the Plan
Agent's Web site at www.melloninvestor.com. Such withdrawal will be
effective immediately if received 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. The Plan Agent will hold common shares in the account of each
Plan participant in non-certificated 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.

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 will not relieve
participants of any U.S.federal income tax that may be payable or required
to be withheld on such dividends or distributions. The amount of dividends
to be reported on 1099-DIV should be the amount of cash used by the Plan
Agent to purchase shares in the open market, including the amount of cash
allocated to brokerage commissions paid on such purchases.

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


23
<PAGE>


all shareholders of the Fund at least 90 days before the record
date for the dividend or distribution. The Plan may be amended or
terminated by the Plan Agent by at least 90 days' written notice to all
shareholders of the Fund. All correspondence or additional information
concerning the Plan should be directed to the Plan Agent, Mellon Bank,
N.A., c/o Mellon Investor Services, P.O. Box 3338, South Hackensack, NJ
07606-1938 (telephone 1-800-852-0218).


Shareholder
communication
and assistance

If you have any questions concerning the Fund, we will be pleased to assist
you. If you hold shares in your own name and not with a brokerage firm,
please address all notices, correspondence, questions or other
communications regarding the Fund to the transfer agent at:

Mellon Investor Services
85 Challenger Road
Overpeck Centre
Ridgefield Park, NJ 07660
Telephone 1-800-852-0218

If your shares are held with a brokerage firm, you should contact that
firm, bank or other nominee for assistance.


24
<PAGE>


Shareholder meeting

On March 18, 2004, the Annual Meeting of the Fund was held to elect three
Trustees and to ratify the actions of the Trustees in selecting independent
auditors for the Fund.

Proxies covering 81,234,775 shares of beneficial interest were voted at the
meeting. The shareholders elected the following Trustees to serve until
their respective successors are duly elected and qualified, with the votes
tabulated as follows:

                                                  WITHHELD
                              FOR                 AUTHORITY
- --------------------------------------------------------------------------
Patti McGill Peterson         79,074,918          2,159,857
Steven R. Pruchansky          79,411,637          1,823,138
Norman H. Smith               79,015,917          2,218,858

The shareholders ratified the Trustees' selection of Deloitte & Touche LLP
as the Fund's independent auditor for the fiscal year ending October 31,
2004, with votes tabulated as follows: 79,675,601 FOR, 597,378 AGAINST and
961,796 ABSTAINING.


25
<PAGE>


TRUSTEES
& OFFICERS

This chart provides information about the Trustees and Officers who oversee
your John Hancock fund. Officers elected by the Trustees manage the
day-to-day operations of the Fund and execute policies formulated by the
Trustees.

<TABLE>
<CAPTION>

Independent Trustees

Name, age                                                                                                       Number of
Position(s) held with Fund                                                                  Trustee             John Hancock
Principal occupation(s) and other                                                           of Fund             funds overseen
directorships during past 5 years                                                           since 1             by Trustee
<S>                                                                                        <C>                 <C>
Charles L. Ladner, 2 Born: 1938                                                             1994                49
Independent Chairman (since 2004); Chairman and Trustee, Dunwoody
Village, Inc. (retirement services) (until 2003); Senior Vice President and
Chief Financial Officer, UGI Corporation (public utility holding company)
(retired 1998); Vice President and Director for AmeriGas, Inc. (retired
1998); Director of AmeriGas Partners, L.P. (until 1997) (gas distribution);
Director, EnergyNorth, Inc. (until 1995); Director, Parks and History
Association (since 2001).

James F. Carlin, Born: 1940                                                                 1994                28
Director and Treasurer, Alpha Analytical Inc. (analytical laboratory) (since 1985);
Part Owner and Treasurer, Lawrence Carlin Insurance Agency, Inc. (since 1995);
Part Owner and Vice President, Mone Lawrence Carlin Insurance Agency, Inc.
(since 1996); Director and Treasurer, Rizzo Associates (engineering) (until 2000);
Chairman and CEO, Carlin Consolidated, Inc. (management/investments) (since
1987); Director and Partner, Proctor Carlin & Co., Inc. (until 1999); Trustee,
Massachusetts Health and Education Tax Exempt Trust (since 1993); Director of
the following: Uno Restaurant Corp. (until 2001), Arbella Mutual (insurance)
(until 2000), HealthPlan Services, Inc. (until 1999), Flagship Healthcare, Inc. (until
1999), Carlin Insurance Agency, Inc. (until 1999); Chairman, Massachusetts
Board of Higher Education (until 1999).

William H. Cunningham, Born: 1944                                                           1995                28
Former Chancellor, University of Texas System and former President of the
University of Texas, Austin, Texas; Chairman and CEO, IBT Technologies
(until 2001); Director of the following: The University of Texas Investment
Management Company (until 2000), Hire.com (until 2004), STC Broadcasting,
Inc. and Sunrise Television Corp. (electronic manufacturing) (until 2001),
Symtx, Inc. (electronic manufacturing) (since 2001), Adorno/Rogers Technology,
Inc. (until 2004), Pinnacle Foods Corporation (until 2003), rateGenius (Internet
service) (until 2003), Jefferson-Pilot Corporation (diversified life insurance
company) (since 1985), New Century Equity Holdings (formerly Billing Concepts)
(until 2001), eCertain (until 2001), ClassMap.com (until 2001), Agile Ventures
(until 2001), LBJ Foundation (until 2000), Golfsmith International, Inc.
(until 2000), Metamor Worldwide (until 2000), AskRed.com (until 2001),
Southwest Airlines (since 2000) and Introgen (since 2000); Advisory Director,


26
<PAGE>


<CAPTION>
Independent Trustees (continued)

Name, age                                                                                                       Number of
Position(s) held with Fund                                                                  Trustee             John Hancock
Principal occupation(s) and other                                                           of Fund             funds overseen
directorships during past 5 years                                                           since 1             by Trustee
<S>                                                                                         <C>                 <C>
William H. Cunningham, Born: 1944 (continued)                                               1995                28
Q Investments (until 2003); Advisory Director, Chase Bank (formerly Texas
Commerce Bank -- Austin) (since 1988), LIN Television (since 2002), WilTel
Communications (until 2003) and Hayes Lemmerz International, Inc.
(diversified automotive parts supply company) (since 2003).

Ronald R. Dion, Born: 1946                                                                  1998                28
Chairman and Chief Executive Officer, R.M. Bradley & Co., Inc.; Director,
The New England Council and Massachusetts Roundtable; Trustee, North
Shore Medical Center; Director, Boston Stock Exchange; Director, BJ's
Wholesale Club, Inc. and a corporator of the Eastern Bank; Trustee,
Emmanuel College.

John A. Moore, 2 Born: 1939                                                                 2002                31
President and Chief Executive Officer, Institute for Evaluating Health
Risks, (nonprofit institution) (until 2001); Chief Scientist, Sciences
International (health research) (until 2003); Principal, Hollyhouse
(consulting) (since 2000); Director, CIIT (nonprofit research) (since 2002).

Patti McGill Peterson, 2 Born: 1943                                                         2002                31
Executive Director, Council for International Exchange of Scholars and
Vice President, Institute of International Education (since 1998);
Senior Fellow, Cornell Institute of Public Affairs, Cornell University (until
1998); Former President of Wells College and St. Lawrence University;
Director, Niagara Mohawk Power Corporation (until 2003); Director, Ford
Foundation, International Fellowships Program (since 2002); Director,
Lois Roth Endowment (since 2002); Director, Council for International
Educational Exchange (since 2003).

Steven Pruchansky, Born: 1944                                                               1994                28
Chairman and Chief Executive Officer, Greenscapes of Southwest
Florida, Inc. (since 2000); Director and President, Greenscapes of
Southwest Florida, Inc. (until 2000); Managing Director, JonJames, LLC
(real estate) (since 2001); Director, First Signature Bank & Trust Company
(until 1991); Director, Mast Realty Trust (until 1994); President, Maxwell
Building Corp. (until 1991).

Norman H. Smith, Born: 1933                                                                 1994                28
Lieutenant General, United States Marine Corps; Deputy Chief of Staff for
Manpower and Reserve Affairs, Headquarters Marine Corps; Commanding
General III Marine Expeditionary Force/3rd Marine Division (retired 1991).

John P. Toolan, 2 Born: 1930                                                                1994                28
Director, The Smith Barney Muni Bond Funds, The Smith Barney Tax-Free
Money Funds, Inc., Vantage Money Market Funds (mutual funds), The
Inefficient-Market Fund, Inc. (closed-end investment company); Chairman,
Smith Barney Trust Company of Florida (retired 1991); Director, Smith
Barney, Inc., Mutual Management Company and Smith Barney Advisers, Inc.
(investment advisers) (retired 1991); Senior Executive Vice President, Director
and member of the Executive Committee, Smith Barney, Harris Upham & Co.,
Incorporated (investment bankers) (until 1991).


27
<PAGE>


<CAPTION>
Non-Independent Trustees 3

Name, age                                                                                                       Number of
Position(s) held with Fund                                                                  Trustee             John Hancock
Principal occupation(s) and other                                                           of Fund             funds overseen
directorships during past 5 years                                                           since 1             by Trustee
<S>                                                                                         <C>                 <C>
James A. Shepherdson, Born: 1952                                                            2004                49
President and Chief Executive Officer
Executive Vice President, Manulife Financial Corporation (since 2004);
Chairman, Director, President and Chief Executive Officer, John Hancock
Advisers, LLC and The Berkeley Financial Group, LLC (holding company);
Chairman, Director, President and Chief Executive Officer, John Hancock
Funds, LLC; Chairman, President, Director and Chief Executive Officer,
Sovereign Asset Management Corporation ("SAMCorp"); Director, Chairman
and President, NM Capital Management, Inc.; President, John Hancock
Retirement Services, John Hancock Life Insurance Company (until 2004);
Chairman, Essex Corporation (until 2004); Co-Chief Executive Officer,
MetLife Investors Group (until 2003); Senior Vice President, AXA/Equitable
Insurance Company (until 2000).

<CAPTION>
Principal officers who are not Trustees

Name, age
Position(s) held with Fund                                                                                      Officer
Principal occupation(s) and                                                                                     of Fund
directorships during past 5 years                                                                               since
<S>                                                                                                            <C>

William H. King, Born: 1952                                                                                     1994
Vice President and Treasurer
Vice President and Assistant Treasurer, the Adviser; Vice President and Treasurer of each
of the John Hancock funds; Assistant Treasurer of each of the John Hancock funds (until 2001).

Susan S. Newton, Born: 1950                                                                                     1994
Senior Vice President, Secretary and Chief Legal Officer
Senior Vice President, Secretary and Chief Legal Officer, SAMCorp., the Adviser and each
of the John Hancock funds, John Hancock Funds and The Berkeley Financial Group, LLC;
Vice President, Signature Services (until 2000); Director, Senior Vice President and Secretary,
NM Capital Management, Inc.

</TABLE>

The business address for all Trustees and Officers is 101 Huntington
Avenue, Boston, Massachusetts 02199.

The Statement of Additional Information of the Fund includes additional
information about members of the Board of Trustees of the Fund and is
available, without charge, upon request, by calling 1-800-225-5291.

1 Each Trustee serves until resignation, retirement age or until his or her
  successor is elected.

2 Member of Audit Committee.

3 Non-independent Trustees hold positions with the Fund's investment
  adviser, underwriter and certain other affiliates.


28
<PAGE>


For more information

The Fund's proxy voting policies, procedures and records are available
without charge, upon request:

By phone            On the Fund's Web site        On the SEC's Web site

1-800-225-5291      www.jhfunds.com/proxy         www.sec.gov

Investment adviser

John Hancock Advisers, LLC
101 Huntington Avenue
Boston, MA 02199-7603

Custodian

The Bank of New York
One Wall Street
New York, NY 10286

Transfer agent and
dividend disburser

Mellon Investor Services
85 Challenger Road
Overpeck Centre
Ridgefield Park, NJ 07660

Legal counsel

Wilmer Cutler Pickering
Hale and Dorr LLP
60 State Street
Boston, MA 02109-1803

Independent registered
public accounting firm

Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116-5022

Stock symbol

Listed New York Stock
Exchange: BTO

For shareholder assistance
refer to page 24

How to contact us

Internet  www.jhfunds.com

Mail      Regular mail:
          Mellon Investor Services
          85 Challenger Road
          Overpeck Centre
          Ridgefield Park, NJ 07660

Phone     Customer service representatives        1-800-852-0218
          Portfolio commentary                    1-800-344-7054
          24-hour automated information           1-800-843-0090
          TDD line  1-800-231-5469

A listing of month-end portfolio holdings is available on our Web site,
www.jhfunds.com. A more detailed portfolio holdings summary is available on
a quarterly basis 60 days after the fiscal quarter on our Web site or upon
request by calling 1-800-225-5291, or on the Securities and Exchange
Commission's Web site, www.sec.gov.


29
<PAGE>


[A 1 1/2" x 1/2" John Hancock (Signature) logo in upper left hand corner.
A tag line below reads "JOHN HANCOCK FUNDS."]

1-800-852-0218
1-800-843-0090 EASI-Line
1-800-231-5469 (TDD)

www.jhfunds.com

- ---------------
PRESORTED
STANDARD
U. S. POSTAGE
PAID
MIS
- ---------------

P900A  10/04
       12/04


<PAGE>


ITEM 2.  CODE OF ETHICS.

As of the end of the period, October 31, 2004, the registrant has adopted a
code of ethics, as defined in Item 2 of Form N-CSR, that applies to its
Chief Executive Officer, Chief Financial Officer and Treasurer
(respectively, the principal executive officer, the principal financial
officer and the principal accounting officer, the "Senior Financial
Officers"). A copy of the code of ethics is filed as an exhibit to this
Form N-CSR.

ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT.

Charles L. Ladner is the audit committee financial expert and is
"independent", pursuant to general instructions on Form N-CSR Item 3.

ITEM 4.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) Audit Fees

The aggregate fees billed for professional services rendered by the
principal accountant(s) for the audit of the registrant's annual financial
statements or services that are normally provided by the accountant(s) in
connection with statutory and regulatory filings or engagements amounted to
$35,150 for the fiscal year ended October 31, 2003 and $36,950 for the
fiscal year ended October 31, 2004. These fees were billed to the
registrant and were approved by the registrant's audit committee.

(b) Audit-Related Services

There were no audit-related fees during the fiscal year ended October 31,
2003 and fiscal year ended October 31, 2004 billed to the registrant or to
the registrant's investment adviser (not including any sub-adviser whose
role is primarily portfolio management and is subcontracted with or
overseen by another investment adviser), and any entity controlling,
controlled by, or under common control with the adviser that provides
ongoing services to the registrant ("control affiliates").

(c) Tax Fees

The aggregate fees billed for professional services rendered by the
principal accountant(s) for the tax compliance, tax advice and tax planning
("tax fees") amounted to $2,100 for the fiscal year ended October 31, 2003
and $2,250 for the fiscal year ended October 31, 2004. The nature of the
services comprising the tax fees was the review of the registrant's income
tax returns and tax distribution requirements. These fees were billed to
the registrant and were approved by the registrant's audit committee. There
were no tax fees billed to the control affiliates.

(d) All Other Fees

There were no other fees during the fiscal year ended October 31, 2003 and
fiscal year ended October 31, 2004 billed to the registrant or to the
control affiliates.

(e)(1) See attachment "Approval of Audit, Audit-related, Tax and Other
Services", with the audit committee pre-approval policies and procedures.

(e)(2) There were no fees that were approved by the audit committee
pursuant to the de minimis exception for the fiscal years ended October 31,
2003 and October 31, 2004 on behalf of the registrant or on behalf of the
control affiliates that relate directly to the operations and financial
reporting of the registrant.

(f) According to the registrant's principal accountant, for the fiscal year
ended October 31, 2004, the percentage of hours spent on the audit of the
registrant's financial statements for the most recent fiscal year that were
attributed to work performed by persons who were not full-time, permanent
employees of principal accountant was less than 50%.

(g) The aggregate non-audit fees billed by the registrant's accountant(s)
for services rendered to the registrant and rendered to the registrant's
control affiliates for each of the last two fiscal years of the registrant
were $149,700 for the fiscal year ended October 31, 2003, and $2,250 for
the fiscal year ended October 31, 2004.

(h) The audit committee of the registrant has considered the non-audit
services provided by the registrant's principal accountant(s) to the
control affiliates and has determined that the services that were not
pre-approved are compatible with maintaining the principal accountant(s)'
independence.

ITEM 5.  AUDIT COMMITTEE OF LISTED REGISTRANTS.

The registrant has a separately-designated standing audit committee
comprised of independent trustees. The members of the audit committee are
as follows:

Charles L. Ladner
Dr. John A. Moore
Patti McGill Peterson
John P. Toolan

ITEM 6.  SCHEDULE OF INVESTMENTS.

Not applicable.

ITEM 7.  DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

See attached Exhibit "Proxy Voting Policies and Procedures".

ITEM 8.  PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 9.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a) There were no material changes to previously disclosed John Hancock
Funds - Administration Committee Charter.

ITEM 10.  CONTROLS AND PROCEDURES.

(a) Based upon their evaluation of the registrant's disclosure controls and
procedures as conducted within 90 days of the filing date of this Form
N-CSR, the registrant's principal executive officer and principal
accounting officer have concluded that those disclosure controls and
procedures provide reasonable assurance that the material information
required to be disclosed by the registrant on this report is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms.

(b) There were no changes in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal half-year (the registrant's second fiscal half-year in the case of
an annual report) that have materially affected, or are reasonably likely
to materially affect, the registrant's internal control over financial
reporting.

ITEM 11. EXHIBITS.

(a)(1) Code of Ethics for Senior Financial Officers is attached.

(a)(2) Separate certifications for the registrant's principal executive
officer and principal accounting officer, as required by Section 302 of the
Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company
Act of 1940, are attached.

(b)(1) Separate certifications for the registrant's principal executive
officer and principal accounting officer, as required by 18 U.S.C.  Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
and Rule 30a-2(b) under the Investment Company Act of 1940, are attached.
The certifications furnished pursuant to this paragraph are not deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, or otherwise subject to the liability of that section. Such
certifications are not deemed to be incorporated by reference into any
filing under the Securities Act of 1933 or the Securities Exchange Act of
1934, except to the extent that the Registrant specifically incorporates
them by reference.

(c)(1) Proxy Voting Policies and Procedures are attached.

(c)(2) Approval of Audit, Audit-related, Tax and Other Services is
attached.

(c)(3) Contact person at the registrant.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

John Hancock Bank and Thrift Opportunity Fund


By:
    ------------------------------
    James A. Shepherdson
    President and Chief Executive Officer

Date:    December 21, 2004


Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on
the dates indicated.


By:
    ------------------------------
    James A. Shepherdson
    President and Chief Executive Officer

Date:    December 21, 2004


By:
    ------------------------------
    William H. King
    Vice President and Treasurer

Date:    December 21, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.CERT
<SEQUENCE>2
<FILENAME>exnn2.txt
<DESCRIPTION>CERTIFICATION
<TEXT>

CERTIFICATION

I, James A. Shepherdson, certify that:

1. I have reviewed this report on Form N-CSR of the John Hancock Bank and
Thrift Opportunity Fund (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include
a statement of cash flows) of the registrant as of, and for, the periods
presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and

(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal half-year (the registrant's second fiscal half-year in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.

Date:    December 21, 2004


- ---------------------------------
James A. Shepherdson
President and Chief Executive Officer


CERTIFICATION

I, William H. King, certify that:

1. I have reviewed this report on Form N-CSR of the John Hancock Bank and
Thrift Opportunity Fund (the "registrant");

2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include
a statement of cash flows) of the registrant as of, and for, the periods
presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Rule 30a-3(c) under the Investment Company Act of 1940) for the
registrant and have:

(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of a date
within 90 days prior to the filing date of this report based on such
evaluation; and

(c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal half-year (the registrant's second fiscal half-year in the
case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control over
financial reporting; and

5. The registrant's other certifying officer and I have disclosed to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.

Date:    December 21, 2004


- ---------------------------------
William H. King
Vice President and Treasurer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.906 CERT
<SEQUENCE>3
<FILENAME>exnnos3.txt
<DESCRIPTION>CERTIFICATION 906
<TEXT>

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the attached Report of John Hancock Bank and Thrift
Opportunity Fund  (the "registrant") on Form N-CSR to be filed with the
Securities and Exchange Commission (the "Report"), each of the undersigned
officers of the registrant does hereby certify that, to the best of such
officer's knowledge:

1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
registrant as of, and for, the periods presented in the Report.


- ---------------------------
James A. Shepherdson
President and Chief Executive Officer

Dated:  December 21, 2004


- ---------------------------
William H. King
Vice President and Treasurer

Dated:  December 21, 2004


A signed original of this written statement, required by Section 906, has
been provided to the registrant and will be retained by the registrant and
furnished to the Securities and Exchange Commission or its staff upon
request.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.CODE ETH
<SEQUENCE>4
<FILENAME>exncodeth4.txt
<DESCRIPTION>CODE OF ETHICS
<TEXT>

                                Code of Ethics of
                           * John Hancock Advisers, LLC
                           * Sovereign Asset Management Co.
                           * each John Hancock fund
                           * John Hancock Funds, LLC
                     (together, called "John Hancock Funds")

                                  May 1, 2004

- --------------------------------------------------------------------------------
1.   General Principles......................................................2
2.   To Whom Does This Code Apply?...........................................2
3.   Overview of Policies....................................................3
4.   Policies Outside the Code of Ethics.....................................4
   >>   Company Conflict & Business Practice Policy..........................4
   >>   Inside Information Policy and Procedures.............................4
5.   Policies in the Code of Ethics..........................................5
   >>   Restriction on Gifts.................................................5
   >>   Preclearance of Securities Transactions..............................5
   >>   Ban on Short-Term Profits............................................6
   >>   Ban on IPOs..........................................................7
   >>   Disclosure of Private Placement Conflicts............................7
   >>   Seven Day Blackout Period............................................8
6.   Reports and Other Disclosures Outside the Code of Ethics................8
   >>   Broker Letter/Duplicate Confirm Statements...........................8
7.   Reports and Other Disclosures In the Code of Ethics.....................9
   >>   Initial Holdings Report and Annual Holdings Report...................9
   >>   Quarterly Transaction Reports........................................9
   >>   Annual Certification................................................10
8.   Limited Access Persons.................................................10
9.   Subadvisers............................................................10
10.  Reporting Violations...................................................10
11.  Interpretation and Enforcement.........................................11
Appendix A: Categories of Personnel.........................................12
Appendix B: Preclearance Procedures.........................................13
Appendix C: Limited Access Persons..........................................17
Appendix D:  Subadvisers....................................................18
Appendix E:  Administration and Recordkeeping...............................19

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

<PAGE>


1.  General Principles

Each person within the John Hancock Funds organization is responsible for
maintaining the very highest ethical standards when conducting business. This
means that:

     o    You have a duty at all times to place  the  interests  of our  clients
          first.
     o    All  of  your  personal  securities  transactions  must  be  conducted
          consistent  with this code of ethics  and in such a manner as to avoid
          any actual or  potential  conflict  of interest or other abuse of your
          position of trust and responsibility.
     o    You should not take inappropriate advantage of your position or engage
          in any fraudulent or manipulative  practice (such as  front-running or
          manipulative market timing) with respect to our clients' accounts.

2.  To Whom Does This Code Apply?

This code of ethics applies to you if you are a director, officer or employee of
John Hancock Advisers, LLC, Sovereign Asset Management Co., John Hancock Funds,
LLC or a "John Hancock fund" (any fund or account advised by John Hancock
Advisers, LLC). It also applies to you if you are an employee of John Hancock
Life Insurance Co. or its subsidiaries who participates in making
recommendations for, or receives information about, portfolio trades of the John
Hancock funds. Please note that if a policy described below applies to you, it
applies to your personal accounts, those of a spouse, "significant other," minor
children or family members sharing a household, as well as all accounts over
which you have discretion or give advice or information. "Significant others"
are defined for these purposes as two people who (1) share the same primary
residence; (2) share living expenses; and (3) are in a committed relationship
and intend to remain in the relationship indefinitely.

There are three main categories for persons covered by this code of ethics,
taking into account their positions, duties and access to information regarding
fund portfolio trades. You have been notified about which of these categories
applies to you, based on the Compliance Department's understanding of your
current role. If you have a level of investment access beyond your assigned
category, or if you are promoted or change duties and as a result should more
appropriately be included in a different category, it is your responsibility to
notify Tim Fagan, Assistant Investment Compliance Officer.

The basic definitions of the three main categories, with examples, are provided
below. The more detailed definitions of each category are attached as Appendix
A.
<TABLE>
<S>                                   <C>                                    <C>
- --------------------------------------- -------------------------------------- --------------------------------------
                                                "Regular Access" person
     "Investment Access" person            A person who regularly obtains               "Non-Access" person
                                         information regarding fund portfolio
A person who regularly participates                  trades.                    A person who does not regularly
  in a fund's investment process.        examples:                              participate in a fund's investment
                                         ---------                              process or obtain information
                                         o  personnel in Investment             regarding fund portfolio trades.
examples:                                   Operations or Compliance
- ---------                                o  most FFM  personnel                 examples:
o  portfolio managers                    o  Technology personnel with           ---------
o  analysts                                 access to investment systems        o  wholesalers
o  traders                               o  attorneys and some legal            o  inside wholesalers who
                                            administration personnel               don't attend investment
                                         o  investment admin. personnel            "morning meetings"
                                                                                o  certain administrative
                                                                                   personnel
- --------------------------------------- -------------------------------------- --------------------------------------
</TABLE>
                                                                               2
<PAGE>


3.  Overview of Policies

Please refer to the following chart to determine which policies apply to your
category. These policies are described in detail below.

<TABLE>
<S>                                                  <C>                    <C>                    <C>
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------

                                                            Investment            Regular Access          Non-Access
                                                          Access Person               Person                Person
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
General principles                                              yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------

Policies outside the code
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Conflict of interest policy                                     yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Inside information policy                                       yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------

Policies in the code
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Restriction on gifts                                            yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Pre-clearance requirement                                       yes                    yes                  Limited
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Ban on short-term profits                                       yes                    no                     no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Ban on IPOs                                                     yes                    no                     no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Disclosure of private placement conflicts                       yes                    no                     no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Seven day blackout period                                       yes                    no                     no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------

Reports and other disclosures outside the code
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Broker letter/duplicate confirms                                yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------

Reports and other disclosures in the code
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Annual recertification form                                     yes                    yes                    yes
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Initial/annual holdings reports                                 yes                    yes                    no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
Quarterly transaction reports                                   yes                    yes                    no
- ------------------------------------------------------ ---------------------- ---------------------- ----------------------
</TABLE>

                                                                               3

<PAGE>


4.  Policies Outside the Code of Ethics

John Hancock Funds has certain policies that are not part of the code of ethics,
but are equally important. The two most important of these policies are (1) the
Company Conflict and Business Practice Policy; and (2) the Inside Information
Policy.

>>  Company Conflict & Business Practice Policy

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
             Non-Access Persons
- ----------------------------------------

A conflict of interest  occurs when your  private  interests  interfere or could
potentially  interfere  with your  responsibilities  at work. You must not place
yourself or the company in a Non-Access  Persons position of actual or potential
conflict.

This Policy covers a number of important issues. For example, you cannot serve
as a director of any company without first obtaining the required written
executive approval.

Other important issues in this Policy include:
o   personal investments or business relationships
o   misuse of inside information
o   receiving or giving of gifts, entertainment or favors
o   misuse or misrepresentation of your corporate position
o   disclosure of confidential or proprietary information
o   antitrust activities
o   political campaign contributions and expenditures on public officials

>>  Inside Information Policy and Procedures

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
             Non-Access Persons
- ----------------------------------------

The  antifraud  provisions of the federal  securities  laws  generally  prohibit
persons with material  non-public  information  from trading on or communicating
the   information  to  others.   Sanctions  for  violations  can  include  civil
injunctions,  permanent bars from the securities industry, civil penalties up to
three  times  the  profits  made or  losses  avoided,  criminal  fines  and jail
sentences.  While  Investment  Access persons are most likely to come in contact
with material  non-public  information,  the rules (and  sanctions) in this area
apply to all John Hancock Funds  personnel and extend to activities both related
and unrelated to your job duties.

The  Inside  Information  Policy  and  Procedures  covers a number of  important
issues, such as: o The misuse of material non-public information

o   The information  barrier  procedure o The "restricted  list" and the "watch
    list"
o   broker letters and duplicate confirmation statements (see section 6 of this
    code of ethics)

                                                                               4
<PAGE>


5.  Policies in the Code of Ethics

>>  Restriction on Gifts

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
             Non-Access Persons
- ----------------------------------------

You and  your  family  cannot  accept  preferential  treatment  or  favors  from
securities  brokers or dealers or other  organizations  with which John  Hancock
Funds might transact business except in accordance with the Company Conflict and
Business Practice Policy. For the protection of both you and John Hancock Funds,
the  appearance of a possible  conflict of interest must be avoided.  You should
exercise  caution in any instance in which business  travel and lodging are paid
for by someone other than John Hancock  Funds.  The purpose of this policy is to
minimize the basis for any charge that you used your John Hancock Funds position
to obtain for yourself  opportunities  which  otherwise  would not be offered to
you.   Please  see  the  Company   Conflict  and  Business   Practice   Policy's
"Compensation and Gifts" section for additional  details regarding  restrictions
on gifts and exceptions for "nominal value" gifts.

>>  Preclearance of Securities Transactions

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons

Also, for a limited category of trades:
            --------------------------
                Non-Access Persons
- ----------------------------------------

If you are an  Investment  Access  person or  Regular  Access  person,  you must
"preclear"  (i.e.:   receive  advance  approval  of)  any  personal   securities
transactions.

"significant other," minor children or family members sharing your household, as
well  as all  accounts  over  which  you  have  discretion  or  give  advice  or
information.  Due to this preclearance requirement,  participation in investment
clubs is prohibited.

Preclearance of private placements requires some special considerations--the
decision will take into account whether, for example: (1) the investment
opportunity should be reserved for John Hancock Funds clients; and (2) it is
being offered to you because of your position with John Hancock Funds.

The  following  securities  are  exempt  from the  preclear  policy:  (1) direct
obligations of the U.S. Government, (2) shares of open-end mutual funds that are
not advised by John  Hancock  Advisers,  LLC,  (3)  bankers'  acceptances,  bank
certificates  of  deposit,  commercial  paper  & high  quality  short-term  debt
instruments, including repurchase agreements. ***Please note that, effective May
1, 2004, if you are an Investment  Access person or Regular Access  person,  you
now must  preclear  shares of  open-end  mutual  funds that are  advised by John
Hancock  Advisers,  LLC  (excluding  the money  market  funds  and any  dividend
reinvestment,  payroll deduction, systematic  investment/withdrawal,  investment
election changes in the 401(k) plans and other program trades).***

If you are a Non-Access person, you must preclear transactions in securities of
any closed-end funds advised by John Hancock Advisers, LLC. A Non-Access person
is not required to preclear other trades. However, please keep in mind that a
Non-Access person is required to report securities transactions after every
trade (even those that are not required to be precleared) by submitting
duplicate confirmation statements, as described in section 6 of this code of
ethics.

                                                                               5
<PAGE>


The preclearance policy is designed to proactively identify possible "problem
trades" that raise front-running, manipulative market timing or other conflict
of interest concerns (example: when an Investment Access person trades a
security on the same day as a John Hancock fund). Please keep in mind that even
if you receive a preclearance, or are exempt from preclearing a securities
transaction, you are still prohibited from engaging in any fraud or manipulative
practice (such as front-running or manipulative market timing) with respect to a
John Hancock fund.

You preclear a trade by following the steps outlined in the preclearance
procedures, which are attached as Appendix B. Please note that: o You may not
trade until clearance is received.

o   Clearance approval is valid only for the date granted (i.e. the
    preclearance date and the trade date should be the same. However, for
    preclearance of John Hancock mutual funds, the preclearance date may be
    the trade date or the order submission date) .

o   A separate procedure should be followed for requesting preclearance of a
    private placement or a derivative, as detailed in Appendix B. The
    Compliance Department must maintain a five-year record of all clearances
    of private placement purchases by Investment Access persons, and the
    reasons supporting the clearances.


>>  Ban on Short-Term Profits

- ----------------------------------------
Applies to:  Investment Access Persons
- ----------------------------------------

If you are an Investment Access person,  you cannot profit from the purchase and
sale (or sale and  purchase) of the same (or  equivalent)  securities  within 60
calendar  days.  The  purpose  of this  policy is to address  the risk,  real or
perceived,  of  front-running,  manipulative  market  timing  or  other  abusive
practices  involving  short-term  personal  trading.  Any  profits  realized  on
short-term trades must be surrendered by check payable to John Hancock Advisers,
LLC and will be contributed by John Hancock Advisers, LLC to a charity.

This policy applies to trades for your personal accounts, those of a spouse,
"significant other," minor children or family members sharing a household, as
well as all accounts over which you have discretion or give advice or
information. If you give away a security, it is considered a sale.

The following securities are exempt from this ban on short-term profits: (1)
direct obligations of the U.S. Government, (2) shares of open-end mutual funds
that are not advised by John Hancock Advisers, LLC, (3) bankers' acceptances,
bank certificates of deposit, commercial paper & high quality short-term debt
instruments, including repurchase agreements. ***Please note that, effective May
1, 2004, the short-term profit ban for Investment Access persons now applies to
shares of open-end mutual funds that are advised by John Hancock Advisers, LLC
(excluding the money market funds and any dividend reinvestment, payroll
deduction, systematic investment/withdrawal, investment election changes in the
401(k) plans and other program trades).***

You may invest in derivatives or sell short provided the transaction period
exceeds the 60-day holding period.

                                                                               6
<PAGE>


You may request an exemption from this policy for involuntary sales due to
unforeseen corporate activity (such as a merger), or hardship reasons (such as
unexpected medical expenses) by sending an e-mail to Tim Fagan, Assistant
Investment Compliance Officer.


>>  Ban on IPOs

- ----------------------------------------
Applies to:  Investment Access Persons
- ----------------------------------------

If you are an Investment  Access  person,  you may not acquire  securities in an
initial public offering. You may not purchase any newly-issued  securities until
the next business  (trading) day after the offering date. This policy applies to
trades for your personal accounts, those of a spouse, "significant other," minor
children or family members sharing your household,  as well as all accounts over
which you have discretion or give advice or information.

There are two main reasons for this prohibition: (1) these purchases may suggest
that persons have taken inappropriate advantage of their positions for personal
profit; and (2) these purchases may create at least the appearance that an
investment opportunity that should have been available to the John Hancock funds
was diverted to the personal benefit of an individual employee.

You may request an exemption for certain investments that do not create a
potential conflict of interest, such as: (1) securities of a mutual bank or
mutual insurance company received as compensation in a demutualization and other
similar non-voluntary stock acquisitions; or (2) fixed rights offerings.


>>  Disclosure of Private Placement Conflicts

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

Applies to:  Investment Access Persons

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

If you are an  Investment  Access person and you own  securities  purchased in a
private  placement,  you must  disclose that holding when you  participate  in a
decision to purchase or sell that same  issuer's  securities  for a John Hancock
fund.  Private  placements are  securities  exempt from SEC  registration  under
section 4(2), section 4(6) or rules 504 -506 of the Securities Act of 1933.

The investment decision must be subject to an independent review by investment
personnel with no personal interest in the issuer. This policy applies to
holdings in your personal accounts, those of a spouse, "significant other,"
minor children or family members sharing your household, as well as all accounts
over which you have discretion or give advice or information.

The purpose of this policy is to provide appropriate scrutiny in situations in
which there is a potential conflict of interest.

                                                                               7
<PAGE>


>>  Seven Day Blackout Period

- ----------------------------------------
Applies to:  Investment Access Persons
- ----------------------------------------

If you are a portfolio manager (or were identified to the Compliance  Department
as part of a  portfolio  management  team)  you are  prohibited  from  buying or
selling a security  within seven calendar days before and after that security is
traded for a fund that you  manage  unless no  conflict  of  interest  exists in
relation to that security.

In addition, all investment access persons are prohibited from knowingly buying
or selling a security within seven calendar days before and after that security
is traded for a John Hancock fund unless no conflict of interest exists in
relation to that security. If a John Hancock fund trades in a security within
seven calendar days before or after you trade in that security, you may be
required to demonstrate that you did not know that the trade was being
considered for that John Hancock fund.

You will be required to sell any security purchased in violation of this policy
unless it is determined that no conflict of interest exists in relation to that
security. Any profits realized on trades during a seven day blackout period must
be surrendered by check payable to John Hancock Advisers, LLC and will be
contributed by John Hancock Advisers, LLC to a charity.

This policy applies to holdings in your personal accounts, those of a spouse,
"significant other" or family members sharing your household, as well as all
accounts over which you have discretion or give advice or information.


6.  Reports and Other Disclosures Outside the Code of Ethics

>>  Broker Letter/Duplicate Confirm Statements

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
             Non-Access Persons
- ----------------------------------------

As required by the Inside  Information  Policy, you must inform your stockbroker
that you are employed by an investment adviser or broker. Your broker is subject
to certain rules designed to prevent  favoritism  toward your accounts.  You may
not accept  negotiated  commission  rates that you believe may be more favorable
than the broker grants to accounts with similar characteristics. When you open a
brokerage account, before any trades are made, you must:


o   Notify the broker-dealer with which you are opening an account that you are
    a registered associate of JHF;

o   Ask the firm in writing to have duplicate written confirmations of any
    trade, as well as statements or other information concerning the account,
    sent to the JHF Compliance Department (contact: Fred Spring), 10th Floor,
    101 Huntington Avenue, Boston, MA 02199; and

o   Notify the JHF Compliance Department, in writing, that you have an account
    before you place any trades.

                                                                               8
<PAGE>


These requirements apply to holdings in your personal accounts, those of a
spouse, "significant other," minor children or family members sharing your
household, as well as all accounts over which you have discretion or give advice
or information.

***Please note that, effective May 1, 2004, the broker letter/duplicate confirm
statements requirement now applies to shares of open-end mutual funds that are
advised by John Hancock Advisers, LLC (excluding the money market funds and any
dividend reinvestment, payroll deduction, systematic investment/withdrawal,
investment election changes in the 401(k) plans and other program trades).***

7.  Reports and Other Disclosures In the Code of Ethics

>>  Initial Holdings Report and Annual Holdings Report

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
- ----------------------------------------

You must file an initial  holdings report within 10 calendar days after becoming
an Investment  Access person or a Regular Access  person.  You must also file an
annual  holdings  report (as of December 31st) within 30 calendar days after the
calendar  year end.  These  reports  must cover all  holdings  in your  personal
accounts,  those of a spouse,  "significant  other,"  minor  children  or family
members  sharing your  household,  as well as all  accounts  over which you have
discretion or give advice or information. You must report:

o   holdings  of all  securities  except:  (1) direct  obligations  of the U.S.
    Government,  (2) shares of  open-end  mutual  funds that are not advised by
    John Hancock Advisers, LLC, (3) bankers' acceptances,  bank certificates of
    deposit,  commercial  paper and high quality  short-term debt  instruments,
    including  repurchase  agreements.  ***Please  note that,  effective May 1,
    2004, you must now report  holdings of shares of open-end mutual funds that
    are advised by John  Hancock  Advisers,  LLC  (excluding  the money  market
    funds).***

o   all  brokerage  accounts  that  contain  securities   (including  brokerage
    accounts that only contain securities exempt from reporting).


>>  Quarterly Transaction Reports

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
- ----------------------------------------

You must file a quarterly  transaction  report within 10 calendar days after the
end of a calendar  quarter if you are an  Investment  Access person or a Regular
Access person.  This report must cover all transactions during the past calendar
quarter in your personal accounts, those of a spouse, "significant other," minor
children or family members sharing your household,  as well as all accounts over
which you have discretion or give advice or information.

You must report:

o   transactions in all securities  except:  (1) direct obligations of the U.S.
    Government,  (2) open-end mutual funds that are not advised by John Hancock
    Advisers,  LLC, (3) bankers'  acceptances,  bank  certificates  of deposit,
    commercial paper and high quality  short-term debt  instruments,  including

                                                                               9
<PAGE>


    repurchase agreements. ***Please note that, effective May 1, 2004, you must
    now report transactions of shares of open-end mutual funds that are advised
    John Hancock  Advisers,  LLC  (excluding  the money market funds and any by
    dividend reinvestment, payroll deduction, systematic investment/withdrawal,
    investment   election  changes  in  the  401(k)  plans  and  other  program
    trades).***

o   the opening of any brokerage  account that contains  securities  (including
    brokerage accounts that only contain securities exempt from reporting).

>>  Annual Certification

- ----------------------------------------
Applies to:  Investment Access Persons
             Regular Access Persons
             Non-Access Persons
- ----------------------------------------

You must provide an annual  certification at a date designated by the Compliance
Department  that: (1) you have read and understood this code of ethics;  (2) you
recognize  that you are subject to its policies;  and (3) you have complied with
its  requirements.  You are required to make this  certification  to demonstrate
that you understand  the importance of these policies and your  responsibilities
under the Code.


8.  Limited Access Persons

There is an additional category of persons called "Limited Access" persons. This
category consists only of directors of John Hancock Advisers, LLC or the John
Hancock funds who:
        (a) are not also officers of John Hancock Advisers, LLC; and
        (b) do not ordinarily obtain information about fund portfolio trades.

A more detailed definition of Limited Access persons, and a list of the policies
that apply to them, is attached as Appendix C.

9.  Subadvisers

A subadviser to a John Hancock fund has a number of responsibilities under this
code of ethics, as described in Appendix D.

10. Reporting Violations

If you know of any violation of our code of ethics, you have a responsibility to
immediately report it. You should also report any deviations from the controls
and procedures that safeguard John Hancock Funds and the assets of our clients.

You can report confidentially to:

o   Tim Fagan (375-6205); or Susan Newton (375-1702) or
o   Your manager or department head

                                                                              10
<PAGE>


11. Interpretation and Enforcement

This code of ethics cannot anticipate every situation in which personal
interests may be in conflict with the interests of our clients. You should be
responsive to the spirit and intent of this code of ethics as well as its
specific provisions.

When any doubt exists regarding any code of ethics provision or whether a
conflict of interest with clients might exist, you should discuss the
transaction beforehand with the Legal Department (contacts: Tim Fagan (375-6205)
or Susan Newton (375-1702)). The code of ethics is designed to detect and
prevent fraud against clients and fund investors, and to avoid the appearance of
impropriety. If you feel inequitably burdened by any policy, you should feel
free to contact Susan Newton or the Ethics and Business Practices Committee.
Exceptions may be granted where warranted by applicable facts and circumstances.

To provide assurance that policies are effective, the Compliance Department will
monitor and check personal securities transaction reports and certifications
against fund portfolio transactions. Other internal auditing procedures may be
adopted from time to time. Additional administration and recordkeeping
procedures are described in Appendix E.

The Ethics and Business Practices Committee of John Hancock Funds has general
responsibility for this code of ethics. The Legal Department will refer
violations to the Ethics and Business Practices Committee for review and
appropriate action. The following factors will be considered when the Ethics and
Business Practices Committee determines a fine or other disciplinary action:

o   the  person's  position  and function  (senior  personnel  may be held to a
    higher standard);
o   the amount of the trade;  o whether the funds or accounts hold the security
    and were  trading  the same day; o whether  the  violation  was by a family
    member.
o   whether the person has had a prior violation and which policy was involved.
o   whether the employee self-reported the violation.

You can request reconsideration of any disciplinary action by submitting a
written request to the Ethics and Business Practices Committee.

No less frequently than annually, a written report of all material violations
and sanctions, significant conflicts of interest and other related issues will
be submitted to the boards of directors of the John Hancock funds for their
review. Sanctions for violations could include fines, limitation of personal
trading activity, suspension or termination of the violator's position with John
Hancock Funds and/or a report to the appropriate regulatory authority.

                                                                              11
<PAGE>


Appendix A: Categories of Personnel

You have been notified about which of these categories applies to you, based on
the Compliance Department's understanding of your current role. If you have a
level of investment access beyond that category, or if you are promoted or
change duties and as a result should more appropriately be included in a
different category, it is your responsibility to immediately notify Tim Fagan
(375-6205) or Fred Spring (375-4987).

1)  Investment Access person: You are an Investment Access person if you are an
    employee of John Hancock Advisers, LLC, a John Hancock fund, or John
    Hancock Life Insurance Company or its subsidiaries who, in connection with
    your regular functions or duties, makes or participates in making
    recommendations regarding the purchase or sale of securities by a John
    Hancock fund.

    (examples: portfolio managers, analysts, traders)

2)  Regular Access person: You are a Regular Access person if:

o   You are an officer (vice  president and higher) or director of John Hancock
    Advisers, LLC or a John Hancock fund. (Some directors may be Limited Access
    persons--please see Appendix C for this definition.)

o   You are:
        -an  employee of John  Hancock  Advisers,  LLC, a John Hancock fund or
        John Hancock Life Insurance Co. or its subsidiaries , or
        -a director,  officer (vice  president and higher) or employee of John
        Hancock Funds, LLC
    who:  (i) in  connection  with your  regular  functions  or duties,  makes,
    participates in, or obtains  information  regarding the purchase or sale of
    securities  by a John Hancock fund;  or (ii) your  functions  relate to the
    making of any  recommendation to the fund regarding the purchase or sale of
    securities by a John Hancock fund.

    (examples: Investment Operations personnel, Compliance Department
    personnel, most Fund Financial Management personnel, investment
    administrative personnel, Technology Resources personnel with access to
    investment systems, attorneys and some legal administration personnel)

3)  Non-Access person: You are a non-access person if you are an employee of
    John Hancock Advisers, LLC, John Hancock Funds, LLC or a John Hancock fund
    who does not fit the definitions of any of the other three categories
    (Investment Access Person, Regular Access Person or Limited Access Person).
    To be a non-access person, you must not obtain information regarding the
    purchase or sale of securities by a John Hancock fund in connection with
    your regular functions or duties.

    (examples: wholesalers, inside wholesalers, certain administrative staff)

4)  Limited Access Person: Please see Appendix C for this definition.


<PAGE>


Appendix B: Preclearance Procedures

                                 CODE OF ETHICS
                            PRE-CLEARANCE PROCEDURES


You should read the Code of Ethics to determine whether you must obtain a
preclearance before you enter into a securities transaction. If you are required
to obtain a preclearance, you should follow the procedures detailed below.

1. Pre-clearance for Public Securities including Derivatives, Futures, Options
and Selling Short:

A request to pre-clear should be entered into the John Hancock Personal Trading
& Reporting System.

The John Hancock Personal Trading & Reporting System is located under your Start
Menu on your Desktop. It can be accessed by going to JH Applications/Personal
Trading & Reporting/ Personal Trading & Reporting and by entering your Web
Security Services user id and password.
If JH Applications or the John Hancock Personal Trading & Reporting System is
not on your Desktop, please contact the HELP Desk at (617) 375-4357 for
assistance.

The Trade Request Screen:

At times you may receive a message like "System is currently unavailable". The
system is scheduled to be offline from 8:00 PM until 7:00 AM each night.

Ticker/Security Cusip: Fill in this one of these fields with the proper
information of the security you want to buy or sell. Then click the [Lookup]
button. Select one of the hyperlinks for the desired security, and the system
will populate the proper fields Ticker, Security Cusip, Security Name and
Security Type automatically on the Trade Request Screen.

If You Don't Know the Ticker, Cusip, or Security Name:

If you do not know the full ticker, you may type in the first few letters
followed by an asterisk * and click the [Lookup] button. For example, let's say
you want to buy some shares of Intel, but all you can remember of the ticker is
that it begins with int, so you enter int* for Ticker. If any tickers beginning
with int are found, they are displayed on a new screen. Select the hyperlink of
the one you want, and the system will populate Security Cusip, Security Name and
Security Type automatically on the Trade Request Screen. If you do not know the
full cusip, you may type in the first few numbers followed by an asterisk * and
click the [Lookup] button. For example, let's say you want to buy some shares of
Microsoft, but all you can remember of the cusip is that it begins with 594918,
so you enter 594918* for Ticker. If any cusips beginning with 594918 are found,
they are displayed on a new screen. Select the hyperlink of the one you want,
and the system will fill in Ticker, Security Name and Security Type
automatically on the Trade Request Screen. If you do not know the Ticker but
have an idea of what the Security Name is, you may type in an asterisk, a few
letters of the name and an asterisk * and click the [Lookup] button. For
example, let's say you want to buy some shares of American Brands, so you enter
*amer* for Security Name. Any securities whose names have amer in them are
displayed on a new screen, where you are asked to select the hyperlink of the
one you want, and the system will fill in Ticker, Cusip and Security Type
automatically on the Trade Request Screen.

Other Items on the Trade Request Screen:

Brokerage  Account:  Click on the dropdown  arrow to the right of the  Brokerage
Account field to choose the account to be used for the trade.
Transaction Type: Choose one of the values displayed when you click the dropdown
arrow to the right of this field.
Trade Date: You may only submit trade requests for the current date.

Note:  One or more of these fields may not appear on the Request Entry screen if
the  information  is  not  required.  Required  fields  are  determined  by  the
compliance department.

Click the [Submit Request] button to send the trade request to your compliance
department.

Once you click the [Submit Request] button, you will be asked to confirm the
values you have entered. Review the information and click the [Confirm] button
if all the information is correct. After which, you will receive immediate
feedback in your web browser. (Note: We suggest that you print out this
confirmation and keep it as a record of the trade you have made). After this,
you can either submit another trade request or logout.

                                                                              14
<PAGE>


Attention Investment Access Persons: If the system identifies a potential
violation of the Ban on Short Term Profits Rule, your request will be sent to
the Compliance Department for review and you will receive feedback via the
e-mail system.

Starting Over:

To clear everything on the screen and start over, click the [Clear Screen]
button.

Exiting Without Submitting the Trade Request:

If you decide not to submit the trade request before clicking the [Submit
Request] button, simply exit from the browser by clicking the [X] button on the
upper right or by pressing [Alt+F4], or by clicking the Logout hyperlink on the
lower left side of the screen.

Ticker/Security Name Lookup Screen:

You arrive at this screen from the Trade Request Screen, where you've clicked
the [Lookup] button (see above, "If You Don't Know the Ticker, Cusip, or
Security Name"). If you see the security you want to trade, you simply select
its corresponding hyperlink, and you will automatically return to the Trade
Request Screen, where you finish making your trade request. If the security you
want to trade is not shown, that means that it is not recognized by the system
under the criteria you used to look it up. Keep searching under other names
(click the [Return to Request] button) until you are sure that the security is
not in the system. If you determine that the desired security is not in the
system, please contact a member of the compliance department to add the security
for you. Contacts are listed below:

Fred Spring x54987

Adding Brokerage Accounts:

To access this functionality, click on the Add Brokerage Account hyperlink on
the left frame of your browser screen. You will be prompted to enter the
Brokerage Account Number, Brokerage Account Name, Date Opened, and Broker. When
you click the [Create New Brokerage Account] button, you will receive a message
that informs you whether the account was successfully created.

                                                                              15
<PAGE>


3.  Pre-clearance for Private Placements and Initial Public Offerings:

You may request a preclearance of private placement securities or an Initial
Public Offering by contacting Fred Spring via Microsoft Outlook (please "cc."
Tim Fagan on all such requests). Please keep in mind that the code of ethics
prohibits Investment Access persons from purchasing securities in an initial
public offering.

The request must include:

|_| the associate's name;
|_| the associate's John Hancock Funds' company;
|_| the complete name of the security;
|_| the seller and whether or not the seller is one with whom the associate does
    business on a regular basis; |_| any potential conflict, present or future,
    with fund trading activity and whether the security might be offered as
    inducement to later recommend publicly traded securities for any fund; and
|_| the date of the request.

Clearance of private placements or initial public offerings may be denied if the
transaction could create the appearance of impropriety. Clearance of initial
public offerings will also be denied if the transaction is prohibited for a
person due to his or her access category under the code of ethics.

                                                                              16
<PAGE>


Appendix C: Limited Access Persons

You are a Limited Access person if you are a director of John Hancock Advisers,
LLC or a John Hancock fund and you meet the two following criteria:
    (a) you are not an officer of John Hancock Advisers, LLC or a John Hancock
        fund; and
    (b) you do not obtain information in the ordinary course of
        business regarding the purchase or sale of securities by a John Hancock
        fund.
(examples: certain directors of John Hancock Advisers, LLC or a John Hancock
fund)

The following  policies apply to your category.  These policies are described in
detail in the code of ethics.

o   Fundamental concept
o   Inside information policy and  procedures*
o   Broker letter/Duplicate Confirms*
o   Initial/annual holdings reports*
o   Quarterly transaction reports*
o   Annual recertification*


    *Exception: If you are an independent director of a John Hancock fund:
    o   you are exempt from the broker letter/duplicate confirms requirement
    o   you are exempt from the inside information policy and  procedures
    o   you do not have to file an initial holdings report.
    o   you do not have to file an annual holdings report.
    o   you do not have to file a quarterly transaction report unless you knew
        (or should have known) that during the 15 calendar days before or after
        you trade a security, either:

        (i) a John Hancock fund purchased or sold the same security, or

        (ii) a John Hancock fund or John Hancock Advisers, LLC considered
        purchasing or selling the same security.

        This policy applies to holdings in your personal accounts, those of
        a spouse, "significant other" or family members sharing your
        household, as well as all accounts over which you have discretion
        or give advice or information. If this situation occurs, it is your
        responsibility to contact Tim Fagan, Assistant Investment
        Compliance Officer, at (617) 375-6205 and he will assist you with
        the requirements of the quarterly transaction report.


                                                                              17
<PAGE>


Appendix D:  Subadvisers


A subadviser to a John Hancock fund has a number of responsibilities under this
code of ethics. If John Hancock Advisers, LLC determines that a subadviser has
failed to comply with the provisions of Rule 17j-1, John Hancock Advisers, LLC
may deem the subadviser's directors, officers or employees to be subject to this
code of ethics.

>>  Approval of Code of Ethics

Each subadviser to a John Hancock fund must provide a copy of its code of ethics
to the trustees of the relevant John Hancock funds for approval initially and
within 60 calendar days of any material amendment. The trustees will give their
approval if they determine that the code:

    o  contains provisions reasonably necessary to prevent the subadviser's
       Access Persons (as defined in Rule 17j-1) from engaging in any conduct
       prohibited by Rule 17j-1;
    o  requires the subadviser's Access Persons to make reports to at least
       the extent required in Rule 17j-1(d);
    o  requires the subadviser to institute appropriate procedures for review
       of these reports by management or compliance personnel (as contemplated
       by Rule 17j-1(d)(3));
    o  provides for notification of the subadviser's Access Persons in
       accordance with Rule 17j-1(d)(4); and
    o  requires the subadviser's Access Persons who are Investment Personnel
       to obtain the pre-clearances required by Rule 17j-1(e);

>>  Reports and Certifications

Each subadviser must provide an annual report and certification to John Hancock
Advisers, LLC and the fund's trustees in accordance with Rule 17j-1(c)(2)(ii).
The subadviser must also provide other reports or information that John Hancock
Advisers, LLC may reasonably request.

>>  Recordkeeping Requirements

The subadviser must maintain all records for its Access Persons as required by
Rule 17j-1(f).


                                                                              18
<PAGE>


Appendix E:  Administration and Recordkeeping

>>  Adoption and Approval

The trustees of a John Hancock fund must approve the code of ethics of an
adviser, subadviser or affiliated principal underwriter before initially
retaining its services.

Any material change to a code of ethics of a John Hancock fund, John Hancock
Funds, LLC, John Hancock Advisers, LLC or a subadviser to a fund must be
approved by the trustees of the John Hancock fund, including a majority of
trustees who are not interested persons, no later than six months after adoption
of the material change.


>>  Administration

No less frequently than annually, John Hancock Funds, LLC, John Hancock
Advisers, LLC, each subadviser and each John Hancock fund will furnish to the
trustees of each John Hancock fund a written report that:

    o  describes issues that arose during the previous year under the code of
       ethics or the  related  procedures,  including,  but not  limited  to,
       information about material code or procedure violations, and
    o  certifies that each entity has adopted procedures reasonably necessary
       to prevent its access persons from violating its code of ethics.


>>  Recordkeeping

The Compliance Department will maintain:

    o  a copy of the current code of ethics for John Hancock Funds, LLC, John
       Hancock Advisers,  LLC, and each John Hancock fund, and a copy of each
       code of ethics in effect at any time within the past five years.
    o  a record of any  violation  of the code of  ethics,  and of any action
       taken as a result of the  violation,  for six years.
    o  a copy of each  report  made  by  an Access  person  under the code of
       ethics,  for  six  years  (the first two years in a readily accessible
       place).
    o  a record of all persons,  currently or within the past five years, who
       are or were  required to make reports  under the code of ethics.  This
       record will also  indicate who was  responsible  for  reviewing  these
       reports.
    o  a copy of each code of ethics  report to the  trustees,  for six years
       (the first two years in a readily accessible place). o a record of any
       decision,  and the reasons  supporting  the  decision,  to approve the
       acquisition by an Investment  Access person of initial public offering
       securities or private placement securities, for six years.

                                                                              19

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>exnaudit5.txt
<DESCRIPTION>AUDIT COMMITTEE CHARTER
<TEXT>

JOHN HANCOCK FUNDS

AUDIT COMMITTEE CHARTER

A. Membership. The Audit Committee shall be composed exclusively of Trustees
("Independent Trustees") who are not "interested persons" as defined in the
Investment Company Act of 1940, as amended, of John Hancock Advisers, LLC and
who satisfy the independence and financial literacy requirements in this
charter.  The Audit Committee shall be composed at least three Independent
Trustees who are designated for membership from time to time by the
Administration Committee, subject to ratification by the Board of Trustees.
In selecting Independent Trustees to serve on the Audit Committee, the
Administration Committee should select members who are free of any
relationship that, in the opinion of the Administration Committee, may
interfere or give the appearance of interfering with such member's individual
exercise of independent judgment.  Unless otherwise determined by the Board,
no member of the Audit Committee may serve on the audit committee of more than
two other public companies (other than another John Hancock Fund).  Except as
otherwise permitted by the applicable rules of the New York Stock Exchange,
each member of the Audit Committee shall be independent as defined by such
NYSE rules and Rule 10A-3(b)(1) of the Exchange Act.  Each member of the Audit
Committee must be financially literate, as such qualification is interpreted
by the Board of Trustees in its business judgment, or must become financially
literate within a reasonable period of time after his or her appointment to
the Audit Committee.  At least one member of the Audit Committee must have
accounting or related financial management expertise, as the Board of Trustees
interprets such qualification in its business judgment.

B. Overview.  The Audit Committee's purpose is to:

1. assist the Board of Trustee's oversight of (1) the integrity of the funds'
financial statements, (2) the funds' compliance with legal and regulatory
requirements (except to the extent such responsibility is delegated to another
committee), (3) the independent auditor's qualifications and independence, and
(4) the performance of the funds' internal audit function and independent
auditors;

2. act as a liaison between the funds' independent accountants and the full
Board; and

3. prepare an Audit Committee Report as required by the Securities and
Exchange Commission ("SEC") to the extent required to be included in the
funds' annual proxy statement or other filings.

The Audit Committee shall discharge its responsibilities, and shall access the
information provided by the funds' management and independent auditors, in
accordance with its business judgment.  Management is responsible for the
preparation of the fund's financial statements and the independent auditors
are responsible for auditing those financial statements.  The Audit Committee
and the Board of Trustees recognize that management (including the internal
audit staff) and the independent auditors have more experience, expertise,
resources and time, and more detailed knowledge and information regarding a
fund's accounting, auditing, internal control and financial reporting
practices than the Audit Committee does.  Accordingly, the Audit Committee's
oversight role does not provide any expert or special assurance as to the
financial statements and other financial information provided by a fund to its
shareholders and others.  The independent auditors are responsible for
auditing the funds' financial statements and for reviewing the funds'
unaudited interim financial statements.  The authority and responsibilities
set forth in this charter do not reflect or create any duty or obligation of
the Audit Committee to plan or conduct any audit, to determine or certify that
any fund's financial statements are complete, accurate, fairly presented, or
in accordance with generally accepted accounting principles or applicable law,
or to guarantee any independent auditor's report.

C. Oversight.  The independent auditors shall report directly to the Audit
Committee, and the Audit Committee shall be directly responsible for oversight
of the work of the independent auditors, including resolution of disagreements
between any fund's management and the independent auditors regarding financial
reporting.  In connection with its oversight role, the Audit Committee should
also review with the independent auditors, from time to time as appropriate:
significant risks and uncertainties with respect to the quality, accuracy or
fairness of presentation of a fund's financial statements; recently disclosed
problems with respect to the quality, accuracy or fairness of presentation of
the financial statements of companies similarly situated to the funds and
recommended actions which might be taken to prevent or mitigate the risk of
problems at the funds arising from such matters; accounting for unusual
transactions; adjustments arising from audits that could have a significant
impact on the funds' financial reporting process; and any recent SEC comments
on the funds' SEC reports, including, in particular, any compliance comments.
The Audit Committee should inquire of the independent auditor concerning the
quality, not just the acceptability, of the funds' accounting determinations
and other judgmental areas and question whether management's choices of
accounting principles are, as a whole, conservative, moderate or aggressive.

D. Specific Responsibilities.  The Audit Committee shall have the following
duties and powers, to be exercised at such times and in such manner as the
Committee shall deem necessary or appropriate:

1. To oversee the funds' auditing and accounting process.

2. To approve, and recommend to the full Board of Trustees for its
ratification and approval in accord with applicable law, the selection,
appointment, retention and compensation of an independent auditor for each
fund prior to the engagement of such independent auditor.  The Committee
should meet with the independent auditor prior to the audit to discuss the
planning and staffing of the audit. The Committee should periodically consider
whether, in order to assure continuing auditor independence, there should be
regular rotation of the independent audit firm and obtain and review a copy of
the most recent report on the independent auditor issued by the Public Company
Accounting Oversight Board pursuant to Section 104 of the Sarbanes-Oxley Act.

3. To periodically review and evaluate the lead partner and other senior
members of the independent auditor's team and confirm the regular rotation of
the lead audit partner and reviewing partner as required by Section 203 of the
Sarbanes-Oxley Act.

4. To confirm that the officers of the funds were not employed by the
independent auditor, or if employed, did not participate in any capacity in
the audit of the funds, in each case, during the one-audit-year period
preceding the date of initiation of the audit, as required by Section 206 of
the Sarbanes-Oxley Act.

5. To pre-approve all audit and non-audit services provided to each fund by
its independent auditor, directly or by establishing pre-approval policies and
procedures pursuant to which such services may be rendered, provided however,
that any such policies and procedures are detailed as to particular services,
the Audit Committee is informed of each service, and any such policies and
procedures do not include the delegation of the Audit Committee's
responsibilities under the Securities Exchange Act of 1934 or applicable rules
or listing requirements.  The Committees should periodically compare the fees
paid for audit services to those paid by peer companies as a means of
assessing whether the scope of audit work is sufficient.

6. To pre-approve all non-audit services provided by a fund's independent
auditor to the fund's investment adviser and any entity controlling,
controlled by, or under common control with the investment adviser that
provides ongoing services to the fund, if the engagement relates directly to
the operations and financial reporting of the fund.  The Committee is
authorized to delegate, to the extent permitted by law, pre-approval
responsibilities to one or more members of the Committee who shall report to
the Committee regarding approved services at the Committee's next regularly
scheduled meeting.  The Committee is also authorized to adopt policies and
procedures which govern the pre-approval of audit, audit-related, tax and
other services provided by the independent accountants to the funds.

7. To monitor the independent auditor of each fund throughout the engagement
to attempt to identify: conflicts of interest between management and the
independent auditor as a result of employment relationships; the provision of
prohibited non-audit services to a fund by its independent auditor; violations
of audit partner rotation requirements; and prohibited independent auditor
compensation arrangements whereby individuals employed by the auditor are
compensated based on selling non-audit services to the fund.  The independent
auditors should promptly contact the Audit Committee or its Chair about any
significant issue or disagreement concerning a fund's accounting practices or
financial statements that is not resolved to their satisfaction or if Section
10A(b) of the Exchange Act has been implicated.

8. To meet with independent auditors, including private meetings, as
necessary, management's internal auditors, and the funds' senior management
(i) to review the arrangements for and scope of the annual audit and any
special audits; (ii) to review the form and substance of the funds' financial
statements and reports, including each fund's disclosures under "Management's
Discussion of Fund Performance" and to discuss any matters of concern relating
to the funds' financial statements, including any adjustments to such
statements recommended by the independent accountants, or other results of an
audit; (iii) to consider the independent accountants' comments with respect to
the funds' financial policies, procedures and internal accounting controls and
management's responses thereto; (iv) to review the resolution of any
disagreements between the independent accountants and management regarding the
funds' financial reporting; and (v) to review the form of opinion the
independent accountants propose to render to the Board and shareholders. The
Audit Committee should request from the independent auditors a frank
assessment of management.

9. With respect to any listed fund, to consider whether it will recommend to
the Board of Trustees that the audited financial statements be included in a
fund's annual report.  The Board delegates to the Audit Committee the
authority to release the funds' financial statements for publication in the
annual and semi-annual report, subject to the Board's right to review and
ratify such financial statements following publication.  With respect to each
fund, to review and discuss with each fund's management and independent
auditor the funds' audited financial statements and the matters about which
Statement on Auditing Standards No. 61 (Codification of Statements on Auditing
Standards, AU 380) requires discussion.  The Audit Committee shall prepare an
annual committee report for inclusion where necessary in the proxy statement
of a fund relating to its annual meeting of security holders or in any other
filing required by the SEC's rules.

10. To receive and consider reports on the audit functions of the independent
auditors and the extent and quality of their auditing programs.

11. To oversee the adoption and implementation of any codes of ethics required
under applicable law.

12. To obtain and review, at least annually, a report by the independent
auditor describing: the firm's internal quality-control procedures; any
material issues raised by the most recent internal quality-control review, or
peer review, of the firm, or by any inquiry or investigation by governmental
or professional authorities, within the preceding five years, respecting one
or more independent audits carried out by the firm, and any steps taken to
deal with any such issues; and, to access the auditor's independence, all
relationships between the independent auditor and each fund, including the
disclosures required by any applicable Independence Standards Board Standard
No. 1.  The Audit Committee shall engage in an active dialogue with each
independent auditor concerning any disclosed relationships or services that
might impact the objectivity and independence of the auditor.

13. To review with the independent auditor any problems that may be reported
to it arising out of a fund's accounting, auditing or financial reporting
functions and management's response, and to receive and consider reports on
critical accounting policies and practices and alternative treatments
discussed with management.

14. To review the procedures for allocating fund brokerage, the allocation of
trades among various accounts under management and the fees and other charges
for fund brokerage.

15. To receive and consider reports from the independent auditors regarding
reviews of the operating and internal control structure of custodian banks and
transfer agents, including procedures to safeguard fund assets.

16. To monitor securities pricing procedures and review their implementation
with management, management's internal auditors, independent auditors and
others as may be required.

17. To establish and monitor, or cause to be established and monitored,
procedures for the receipt, retention, and treatment of complaints received by
a fund regarding accounting, internal accounting controls, or auditing
matters, and the confidential, anonymous submission by employees of the
investment adviser, administrator, principal underwriter or any other provider
of accounting related services for a listed fund, as well as employees of the
fund regarding questionable accounting or auditing matters, as and when
required by applicable rules or listing requirements.  The procedures
currently in effect are attached as Exhibit A.

18. To report regularly to the Board of Trustees, including the Audit
Committee's conclusions with respect to the independent auditor and the funds'
financial statements and accounting controls.

E. Subcommittees.  The Audit Committee may, to the extent permitted by
applicable law, form and delegate authority to one or more subcommittees
(including a subcommittee consisting of a single member), as it deems
appropriate from time to time under the circumstances.  Any decision of a
subcommittee to preapprove audit or non-audit services shall be presented to
the full Audit Committee at its next meeting.

F. Additional Responsibilities.  The Committee shall serve as the "qualified
legal compliance committee" (as such term is defined in 17 CFR Part
205)("QLCC"), the duties of which are listed on Exhibit B to this charter; and
shall also perform other tasks assigned to it from time to time by the
Administration Committee or the full Board, and will report findings and
recommendations to the Administration Committee or the full Board, as
appropriate.

G. Funding.  Each fund shall provide for appropriate funding, as determined by
the Audit Committee, in its capacity as a committee of the Board of Trustees,
for payment of:

1. Compensation to any registered public accounting firm engaged for the
purpose of preparing or issuing an audit report or performing other audit,
review or attest services for the fund.

2. Compensation to any advisers employed by the Audit Committee under its
authority to engage independent counsel and other advisers.

3. Ordinary administrative expenses of the Audit Committee that are necessary
or appropriate in carrying out its duties.

H. Governance.  One member of the Committee shall be appointed as chair.  The
chair shall be responsible for leadership of the Committee, including
scheduling meetings or reviewing and approving the schedule for them,
preparing agendas or reviewing and approving them before meetings, presiding
over meetings, and making reports to the Administration Committee or the full
Board, as appropriate.  The designation of a person as an "audit committee
financial expert", within the meaning of the rules under Section 407 of the
Sarbanes-Oxley Act of 2002, shall not impose any greater responsibility or
liability on that person than the responsibility and liability imposed on such
person as a member of the Committee, nor shall it decrease the duties and
obligations of other Committee members or the Board. The compensation of Audit
Committee members shall be as determined by the Board of Trustees.  No member
of the Audit Committee may receive, directly or indirectly, any consulting,
advisory or other compensatory fee from a fund, other than fees paid in his or
her capacity as a member of the Board of Trustees or a committee of the Board.
The members of the Audit Committee should confirm that the minutes of the
Audit Committee's meetings accurately describe the issues considered by the
Committee, the process the Committee used to discuss and evaluate such issues
and the Committee's final determination of how to proceed.  The minutes should
document the Committee's consideration of issues in a manner that demonstrates
that the Committee acted with due care.

I. Evaluation.  At least annually, the Audit Committee evaluate its own
performance, including whether the Audit Committee is meeting frequently
enough to discharge its responsibilities appropriately.

J. Miscellaneous.  The Committee shall meet as often as it deems appropriate,
with or without management, as circumstances require.  The Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to retain independent counsel and
other advisers, experts or consultants, at the funds' expense, as it
determines necessary to carry out its duties.  The Committee shall have direct
access to such officers of and service providers to the funds as it deems
desirable.

K. Review.  The Committee shall review this charter at least annually and
shall recommend such changes to the Administration Committee or the full Board
as it deems desirable.


EXHIBIT A

Policy for Raising and Investigating Complaints or Concerns

About Accounting or Auditing Matters

As contemplated by the Audit Committee Charter, the Committee has established
the following procedures for:

the receipt, retention and treatment of complaints received by a fund
regarding accounting, internal accounting controls or auditing matters; and

the confidential, anonymous submission by employees of the John Hancock
Advisers, LLC or its affiliates of concerns regarding questionable accounting
or auditing matters.

A. Policy Objectives

The objective of this policy is to provide a mechanism by which complaints and
concerns regarding accounting, internal accounting controls or auditing
matters may be raised and addressed without the fear or threat of retaliation.
 The funds desire and expects that the employees and officers of John Hancock
Advisers, LLC or any other service provider to the funds will report any
complaints or concerns they may have regarding accounting, internal accounting
controls or auditing matters.

B. Procedures for Raising Complaints and Concerns

Persons with complaints regarding accounting, internal accounting controls or
auditing matters or concerns regarding questionable accounting or auditing
matters may submit such complaints or concerns to the attention of funds'
Secretary by sending a letter or other writing to the funds' principal
executive offices.  Complaints and concerns may be made anonymously to any of
the above individuals.  In addition any complaints or concerns may also be
communicated anonymously, directly to any member of the Audit Committee.

C. Procedures for Investigating and Resolving Complaints and Concerns

All complaints and concerns received will be promptly forwarded to the Audit
Committee of the Board of Trustees or the chair of the Audit Committee, unless
they are determined to be without merit by Secretary of the funds.  If sent
only to the chair, the chair may determine the appropriate response or may
refer the issues to the entire Audit Committee.  In any event, the funds'
Secretary will provide a record of all complaints and concerns received
(whether or not determined to have merit) to the Audit Committee each fiscal
quarter.

The Audit Committee will evaluate any complaints or concerns received
(including those reported to the committee on a quarterly basis and which the
funds' Secretary has previously determined to be without merit).  If the Audit
Committee requires additional information to evaluate any complaint or
concern, it may conduct an investigation, including interviews of persons
believed to have relevant information.  The Audit Committee may, in its
discretion, assume responsibility for directing or conducting any
investigation or may delegate such responsibility to another person or entity.

After its evaluation of the complaint or concern, the Audit Committee will
authorize such follow-up actions, if any, as deemed necessary and appropriate
to address the substance of the complaint or concern.  The funds reserves the
right to take whatever action the Audit Committee believes appropriate, up to
an including discharge of any employee deemed to have engaged in improper
conduct.

Regardless of whether a complaint or concern is submitted anonymously, the
Audit Committee will strive to keep all complaints and concerns and the
identity of those who submit them and participate in any investigation as
confidential as possible, limiting disclosure to those with a business need to
know.

John Hancock Advisers, LLC and its affiliates shall not penalize or retaliate
against any person or entity for reporting a complaint or concern, unless it
is determined that the complaint or concern was made with knowledge that it
was false.  The funds will not tolerate retaliation against any person or
entity for submitting, or for cooperating in the investigation of, a complaint
or concern.  Moreover, any such retaliation is unlawful and may result in
criminal action.  Any retaliation will warrant disciplinary action against the
offending party, up to and including termination of employment.

John Hancock Advisers, LLC and its subadvisers shall include this policy in
its employee manual and shall distribute, at least annually, the policy to all
of its employees.

The funds shall retain records of all complaints and concerns received, and
the disposition thereof, for five years.


EXHIBIT B-QLCC DUTIES AND RESPONSIBILITIES

The QLCC shall adopt written procedures for the confidential receipt,
retention, and consideration of any report of evidence of a material
violation.

The QLCC has the authority and responsibility, once a report of evidence of a
material violation by a Fund, its officers, directors, employees or agents has
been received by the QLCC:

(i) to inform the CLO and CEO of such report (except in the case where the
reporting attorney reasonably believes that it would be futile to report
evidence of a material violation to the CLO and CEO, and has informed the QLCC
of such belief); and

(ii) to determine whether an investigation is necessary or appropriate, and,
if it determines an investigation is necessary or appropriate, to:

(A) notify the full board of directors;

(B) initiate an investigation, which may be conducted either by the CLO or by
outside attorneys; and

(C) retain such additional expert personnel as the QLCC deems necessary;

and, at the conclusion of such investigation, to:

(A) recommend, by majority vote, that the Fund implement an appropriate
response to evidence of a material violation; and

(B) inform the CLO and the CEO and the Board of Trustees of the results of any
such investigation and the appropriate remedial measures.

(iii) by majority vote, to take all other appropriate action, including
notifying the U.S. Securities and Exchange Commission in the event that the
Fund fails in any material respect to implement an appropriate response that
the QLCC has recommended.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>exnadmin6.txt
<DESCRIPTION>ADMINISTRATION COMMITTEE CHARTER
<TEXT>

JOHN HANCOCK FUNDS

ADMINISTRATION COMMITTEE CHARTER

A.  Composition.  The Administration Committee shall be composed of all
Trustees who are both "independent" as defined in the rules of the New York
Stock Exchange and are not "interested persons" as defined in the Investment
Company Act of 1940 of John Hancock Adviser LLC or of the Trust (the
"Independent Trustees").

B.  Overview.  The overall charter of the Administration Committee is:  (i) to
review and comment on complex-wide matters to facilitate uniformity among the
funds; (ii) to select and nominate Independent Trustees to be added to the
Board; (iii) to oversee liaison between management and the Independent
Trustees; (iv) to review the performance of the Independent Trustees as
appropriate; (v) to review matters relating to the Independent Trustees, such
as compensation, retirement arrangements, Committee assignments and the like;
(vi) to consider matters of general corporate governance applicable to the
Independent Trustees, and (vii) when appropriate, to oversee the assignment of
tasks to other Committees.

C.  Nomination of Independent Trustees

1.  Selection of Trustee Nominees.  Except where the funds are legally
required to provide third parties with the ability to nominate trustees, the
Administration Committee shall be responsible for (i) identifying individuals
qualified to become Independent Trustees and (ii) recommending to the Board of
Trustees the persons to be nominated for election as Independent Trustees at
any meeting of stockholders and the persons to be elected by the Board to fill
any vacancies on the Board by the death, resignation or removal of an
Independent Trustee.  Persons to serve as Trustees who are not Independent
Trustees shall be nominated by the Board.

2.  Criteria for Selecting Trustees.  The Administration Committee shall use
the criteria and the principles set forth on Annex A, as revised from time to
time, to guide its trustee selection process.  The Administration Committee
shall periodically review the requisite skills and criteria for Independent
Trustees as well as the composition of the Board as a whole.  The Committee
shall adopt, and periodically review and revise as it deems appropriate,
procedures regarding trustee candidates recommended by shareholders.  The
current policy is attached as Annex A.

D.  Other Specific Responsibilities.  The Administration Committee shall have
the following duties and powers, to be exercised at such times and in such
manner as the Committee shall deem necessary or appropriate:

1.  To consider the allocation of activities among the various Committees and
the full Board, to suggest to the Committees the degree of detail in their
reports to the full Board, and to establish membership and rotation policies
for Committees.

2.  To consider the number of funds under supervision by the Independent
Trustees and the ability of the Independent Trustees to discharge successfully
their fiduciary duties and to pursue self-education in mutual fund matters.

3.  To propose the amount of compensation to be paid by the funds to the
Independent Trustees and to address compensation-related matters, such as
expense reimbursement policies.

4.  To evaluate, from time to time, the time, energy, expertise, knowledge,
judgment and personal skills which Independent Trustees brings to the Board
and to consider retirement policies for the Independent Trustees.

5.  To participate in the development of agendas for Board and Committee
meetings.

6.  To consider, evaluate and make recommendations regarding the type and
amount of fidelity bond, and director and officer and/or errors and omission
insurance coverage, for the funds, the Board and the Independent Trustees, as
applicable.

7.  To consider, evaluate and make recommendations and necessary findings
regarding independent legal counsel and any other advisers, experts or
consultants, that may be engaged from time to time, other than as may be
engaged directly by another Committee.

8.  To evaluate feedback from shareholders as appropriate.  Annex A includes
procedures for shareholders to communicate with the members of the
Administration Committee.

E.  Additional Responsibilities.  The Committee will also perform other tasks
assigned to it from time to time by full Board, and will report findings and
recommendations to the full Board, as appropriate.

F.  Governance.  One member of the Committee shall be appointed as chair.  The
chair shall be responsible for leadership of the Committee, including
scheduling meetings or reviewing and approving the schedule for them,
preparing agendas or reviewing and approving them before meetings, presiding
over meetings, and making reports to the full Board, as appropriate.

G.  Miscellaneous.  The Committee shall meet as often as it deems appropriate,
with or without management, as circumstances require.  The Committee shall
have the resources and authority appropriate to discharge its
responsibilities, including the authority to retain special counsel and other
advisers, experts or consultants, at the funds' expense, as it determines
necessary to carry out its duties.  The Committee shall have direct access to
such officers of and service providers to the funds as it deems desirable.

H.  Review.  The Committee shall review this Charter periodically and
recommend such changes to the full Board as it deems desirable.


ANNEX A

General Criteria

1.  Nominees should have a reputation for integrity, honesty and adherence to
high ethical standards.

2.  Nominees should have demonstrated business acumen, experience and ability
to exercise sound judgments in matters that relate to the current and
long-term objectives of the Fund(s) and should be willing and able to
contribute positively to the decision-making process of the Fund(s).

3.  Nominees should have a commitment to understand the Fund(s), and the
responsibilities of a Trustee/Director of an investment company and to
regularly attend and participate in meetings of the Board and its committees.

4.  Nominees should have the ability to understand the sometimes conflicting
interests of the various constituencies of the Fund, including shareholders
and the management company, and to act in the interests of all shareholders.

5.  Nominees should not have, nor appear to have, a conflict of interest that
would impair the nominee's ability to represent the interests of all the
shareholders and to fulfill the responsibilities of a director /trustee.

6.  Nominees shall not be discriminated against on the basis of race,
religion, national origin, sex, sexual orientation, disability or any other
basis proscribed by law.  The value of diversity on the Board should be
considered.

Application of Criteria to Existing

The renomination of existing Trustees should not be viewed as automatic, but
should be based on continuing qualification under the criteria set forth
above.  In addition, the Administrative Committee shall consider the existing
trustees' performance on the Board and any committee.

Review of Shareholder Nominations

Any shareholder recommendation must be submitted in compliance with all of the
pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934
to be considered by the Administration Committee.  In evaluating a nominee
recommended by a shareholder, the Administration Committee, in addition to the
criteria discussed above, may consider the objectives of the shareholder in
submitting that nomination and whether such objectives are consistent with the
interests of all shareholders. If the Board determines to include a
shareholder's candidate among the slate of nominees, the candidate's name will
be placed on the Fund's proxy card.  If the Administration Committee or the
Board determines not to include such candidate among the Board's designated
nominees and the shareholder has satisfied the requirements of Rule 14a-8, the
shareholder's candidate will be treated as a nominee of the shareholder who
originally nominated the candidate.  In that case, the candidate will not be
named on the proxy card distributed with the Fund's proxy statement.

As long as an existing Independent Trustee continues, in the opinion of the
Administration Committee, to satisfy the criteria listed above, the Committee
generally would favor the re-nomination of an existing Trustee rather than a
new candidate.  Consequently, while the Administration Committee will consider
nominees recommended by shareholders to serve as trustees, the Administration
Committee may only act upon such recommendations if there is a vacancy on the
Board or the Administration Committee determines that the selection of a new
or additional Independent Trustee is in the best interests of the Fund.  In
the event that a vacancy arises or a change in Board membership is determined
to be advisable, the Administration Committee will, in addition to any
shareholder recommendations, consider candidates identified by other means,
including candidates proposed by members of the Administration Committee.
While it has not done so in the past, the Administration Committee may retain
a consultant to assist the Committee in a search for a qualified candidate

Communications from shareholders

Shareholders may communicate with the members of the Board as a group or
individually.  Any such communication should be sent to the Board or an
individual Trustee c/o the secretary of the Fund at the address on the notice
of this meeting.  The Secretary may determine not to forward any letter to the
members of the Board that does not relate to the business of the Fund.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>exnproxvot7.txt
<DESCRIPTION>PROXY VOTING POLICIES
<TEXT>

John Hancock Advisers, LLC
Sovereign Asset Management Corporation
Proxy Voting Guidelines

We believe in placing our clients' interests first. Before we invest in a
particular stock or bond, our team of portfolio managers and research analysts
look closely at the company by examining its earnings history, its management
team and its place in the market. Once we invest, we monitor all our clients'
holdings, to ensure that they maintain their potential to produce results for
investors.

As part of our active investment management strategy, we keep a close eye on
each company we invest in. Routinely, companies issue proxies by which they ask
investors like us to vote for or against a change, such as a new management
team, a new business procedure or an acquisition. We base our decisions on how
to vote these proxies with the goal of maximizing the value of our clients'
investments.

Currently, John Hancock Advisers, LLC ("JHA") and Sovereign Asset Management
Corporation ("Sovereign") manage open-end funds, closed-end funds and portfolios
for institutions and high-net-worth investors. Occasionally, we utilize the
expertise of an outside asset manager by means of a subadvisory agreement. In
all cases, JHA or Sovereign makes the final decision as to how to vote our
clients' proxies. There is one exception, however, and that pertains to our
international  accounts. The investment management team for international
investments votes the proxies for the accounts they manage. Unless voting is
specifically retained by the named fiduciary of the client, JHA and Sovereign
will vote proxies for ERISA clients.

In order to ensure a consistent, balanced approach across all our investment
teams, we have established a proxy oversight group comprised of associates from
our investment, operations and legal teams. The group has developed a set of
policies and procedures that detail the standards for how JHA and Sovereign vote
proxies. The guidelines of JHA have been approved and adopted by each fund
client's board of trustees who have voted to delegate proxy voting authority to
their investment adviser, JHA. JHA and Sovereign's other clients have granted us
the authority to vote proxies in our advisory contracts or comparable documents.

JHA and Sovereign have hired a third party proxy voting service which has been
instructed to vote all proxies in accordance with our established guidelines
except as otherwise instructed.

In evaluating proxy issues, our proxy oversight group may consider information
from many sources, including the portfolio manager, management of a company
presenting a proposal, shareholder groups, and independent proxy research
services. Proxies for securities on loan through securities lending programs
will generally not be voted, however a decision may be made to recall a security
for voting purposes if the issue is material.

Below are the guidelines we adhere to when voting proxies. Please keep in mind
that these are purely guidelines. Our actual votes will be driven by the
particular circumstances of each proxy. From time to time votes may ultimately
be cast on a case-by-case basis, taking into consideration relevant facts and
circumstances at the time of the vote. Decisions on these matters (case-by-case,
abstention, recall) will normally be made by a portfolio manager under the
supervision of the chief investment officer and the proxy oversight group. We
may abstain from voting a proxy if we conclude that the effect on our clients'
economic interests or the value of the portfolio holding is indeterminable or
insignificant.

Proxy Voting Guidelines

Board of Directors

We believe good corporate governance evolves from an independent board.

We support the election of uncontested director nominees, but will withhold our
vote for any nominee attending less than 75% of the board and committee meetings
during the previous fiscal year. Contested elections will be considered on a
case by case basis by the proxy oversight group, taking into account the
nominee's qualifications. We will support management's ability to set the size
of the board of directors and to fill vacancies without shareholder approval but
will not support a board that has fewer than 3 directors or allows for the
removal of a director without cause.

We will support declassification of a board and block efforts to adopt a
classified board structure. This structure typically divides the board into
classes with each class serving a staggered term.

In addition, we support proposals for board indemnification and limitation of
director liability, as long as they are consistent with corporate law and
shareholders' interests. We believe that this is necessary to attract qualified
board members.

Selection of Auditors

We believe an independent audit committee can best determine an auditor's
qualifications.

We will vote for management proposals to ratify the board's selection of
auditors, and for proposals to increase the independence of audit committees.

Capitalization

We will vote for a proposal to increase or decrease authorized common or
preferred stock and the issuance of common stock, but will vote against a
proposal to issue or convert preferred or multiple classes of stock if the board
has unlimited rights to set the terms and conditions of the shares, or if the
shares have voting rights inferior or superior to those of other shareholders.

In addition, we will support a management proposal to: create or restore
preemptive rights; approve a stock repurchase program; approve a stock split or
reverse stock split; and, approve the issuance or exercise of stock warrants

Acquisitions, mergers and corporate restructuring

Proposals to merge with or acquire another company will be voted on a
case-by-case basis, as will proposals for recapitalization, restructuring,
leveraged buyout, sale of assets, bankruptcy or liquidation. We will vote
against a reincorporation proposal if it would reduce shareholder rights. We
will vote against a management proposal to ratify or adopt a poison pill or to
establish a supermajority voting provision to approve a merger or other business
combination. We would however support a management proposal to opt out of a
state takeover statutory provision, to spin-off certain operations or divisions
and to establish a fair price provision.

Corporate Structure and Shareholder Rights

In general, we support proposals that foster good corporate governance
procedures and that provide shareholders with voting power equal to their equity
interest in the company.

To preserve shareholder rights, we will vote against a management proposal to
restrict shareholders' right to: call a special meeting and to eliminate a
shareholders' right to act by written consent. In addition, we will not support
a management proposal to adopt a supermajority vote requirement to change
certain by-law or charter provisions or a non-technical amendment to by-laws or
a charter that reduces shareholder rights.

Equity-based compensation

Equity-based compensation is designed to attract, retain and motivate talented
executives and independent directors, but should not be so significant as to
materially dilute shareholders' interests.

We will vote against the adoption or amendment of a stock option plan if the: *
plan dilution is more than 10% of outstanding common stock,
* plan allows for non-qualified options to be priced at less than 85% of the
fair market value on the grant date,
* company allows or has allowed the re-pricing or replacement of underwater
options in the past fiscal year (or the exchange of underwater options).

With respect to the adoption or amendment of employee stock purchase plans or a
stock award plan, we will vote against management if: * the plan allows stock to
be purchased at less than 85% of fair market value; * this plan dilutes
outstanding common equity greater than 10% * all stock purchase plans, including
the proposed plan, exceed 15% of outstanding common equity.

Other Business

For routine business matters which are the subject of many proxy related
questions, we will vote with management proposals to: * change the company name;
* approve other business; * adjourn meetings; * make technical amendments to the
by-laws or charters; * approve financial statements; * approve an employment
agreement or contract.

Shareholder Proposals

Shareholders are permitted per SEC regulations to submit proposals for inclusion
in a company's proxy statement. We will generally vote against shareholder
proposals and in accordance with the recommendation of management except as
follows where we will vote for proposals: * calling for shareholder ratification
of auditors; * calling for auditors to attend annual meetings; * seeking to
increase board independence; * requiring minimum stock ownership by directors; *
seeking to create a nominating committee or to increase the independence of the
nominating committee; * seeking to increase the independence of the audit
committee.

Corporate and social policy issues

We believe that "ordinary business matters" are primarily the responsibility of
management and should be approved solely by the corporation's board of
directors.

Proposals in this category, initiated primarily by shareholders, typically
request that the company disclose or amend certain business practices. We
generally vote against business practice proposals and abstain on social policy
issues, though we may make exceptions in certain instances where we believe a
proposal has substantial economic implications.


John Hancock Advisers, LLC
Sovereign Asset Management Corporation
Proxy Voting Procedures

The role of the proxy voting service
John Hancock Advisers, LLC ("JHA") and Sovereign Asset Management Corporation
("Sovereign") have hired a proxy voting service to assist with the voting of
client proxies. The proxy service coordinates with client custodians to ensure
that proxies are received for securities held in client accounts and acted on in
a timely manner. The proxy service votes all proxies received in accordance with
the proxy voting guidelines established and adopted by JHA and Sovereign. When
it is unclear how to apply a particular proxy voting guideline or when a
particular proposal is not covered by the guidelines, the proxy voting service
will contact the proxy oversight group coordinator for a resolution.

The role of the proxy oversight group and coordinator
The coordinator will interact directly with the proxy voting service to resolve
any issues the proxy voting service brings to the attention of JHA or Sovereign.
When a question arises regarding how a proxy should be voted the coordinator
contacts the firm's investment professionals and the proxy oversight group for a
resolution. In addition the coordinator ensures that the proxy voting service
receives responses in a timely manner. Also, the coordinator is responsible for
identifying whether, when a voting issue arises, there is a potential conflict
of interest situation and then escalating the issue to the firm's Executive
Committee. For securities out on loan as part of a securities lending program,
if a decision is made to vote a proxy, the coordinator will manage the
return/recall of the securities so the proxy can be voted.

The role of mutual fund trustees
The boards of trustees of our mutual fund clients have reviewed and adopted the
proxy voting guidelines of the funds' investment adviser, JHA. The trustees will
periodically review the proxy voting guidelines and suggest changes they deem
advisable.

Conflicts of interest

Conflicts of interest are resolved in the best interest of clients.

With respect to potential conflicts of interest, proxies will be voted in
accordance with JHA's or Sovereign's predetermined policies. If application of
the predetermined policy is unclear or does not address a particular proposal, a
special internal review by the JHA Executive Committee or Sovereign Executive
Committee will determine the vote. After voting, a report will be made to the
client (in the case of an investment company, to the fund's board of trustees),
if requested. An example of a conflict of interest created with respect to a
proxy solicitation is when JHA or Sovereign must vote the proxies of companies
that they provide investment advice to or are currently seeking to provide
investment advice to, such as to pension plans.


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</DOCUMENT>
</SEC-DOCUMENT>
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