<DOCUMENT>
<TYPE>EX-99.77Q1 OTHR EXHB
<SEQUENCE>6
<FILENAME>bylawamended.txt
<DESCRIPTION>BY-LAW
<TEXT>


                      AMENDMENT, DATED MARCH 8, 2005 TO THE

                              AMENDED AND RESTATED

                                   BY-LAWS OF

                  JOHN HANCOCK BANK & THRIFT OPPORTUNITY FUND,
                            DATED SEPTEMBER 13, 2004

     Pursuant to the authority  granted to the Board of Trustees in Section 2.10
of the Trust's  Amended and Restated  Declaration of Trust (the  "Declaration of
Trust"),  dated  June 16,  1994,  as  amended  from  time to time,  the Board of
Trustees  further amends the Amended and Restated By-Laws (the "By-Laws") of the
John Hancock Bank & Thrift  Opportunity Fund (the "Trust") by restating  Article
VI of the By-Laws in its entirety as follows:

                                    OFFICERS

Section 6.1. General Provisions.  The officers of the Trust shall be a Chairman,
a President, a Treasurer and a Secretary,  who shall be elected by the Trustees.
The Trustees may elect or appoint such other  officers or agents as the business
of the Trust may require,  including  one or more Vice  Presidents,  one or more
Assistant  Secretaries,  and one or more Assistant Treasurers.  The Trustees may
delegate  to any  officer  or  committee  the power to appoint  any  subordinate
officers or agents.

Section 6.2. Election,  Term of Office and  Qualifications.  The officers of the
Trust  and any  Series  thereof  shall be  elected  by the  Trustees.  Except as
provided in Sections 6.3 and 6.4 of this Article VI, each officer elected by the
Trustees  shall hold  office at the  pleasure of the  Trustees.  Any two or more
offices  may be held by the same  person.  The  Chairman  of the Board  shall be
selected from among the Trustees and may hold such office only so long as he/she
continues  to be a Trustee.  Any  Trustee  or  officer  may be but need not be a
Shareholder of the Trust.

Section 6.3.  Removal.  The Trustees,  at any regular or special  meeting of the
Trustees,  may remove any officer with or without cause, by a vote of a majority
of the Trustees then in office.  Any officer or agent appointed by an officer or
committee  may be removed with or without  cause by such  appointing  officer or
committee.

Section 6.4.  Powers and Duties of the Chairman.  The Chairman  shall preside at
the meetings of the  Shareholders  and of the Trustees.  He may call meetings of
the Trustees and of any committee thereof whenever he deems it necessary.

Section 6.5. Powers and Duties of the Vice Chairman.  The Trustees may, but need
not,  appoint one or more Vice Chairman of the Trust.  The Vice  Chairman  shall
perform  such  duties as may be  assigned to him or her from time to time by the
Trustees or the Chairman.

Section 6.6.  Powers and Duties of the  President.  The  President  shall be the
chief  executive  officer of the Trust and shall  preside at all meetings of the
Trustees and Shareholders in the absence of the Chairman. Subject to the control
of the Trustees and to the control of any  Committees  of the  Trustees,  within

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their  respective  spheres as  provided by the  Trustees,  he shall at all times
exercise  general  supervision  over the business and policies of the Trust.  He
shall have the power to employ attorneys and counsel for the Trust or any Series
or Class thereof and to employ such  subordinate  officers,  agents,  clerks and
employees as he may find  necessary to transact the business of the Trust or any
Series or Class thereof. He shall also have the power to grant,  issue,  execute
or sign such powers of  attorney,  proxies or other  documents  as may be deemed
advisable  or  necessary  in  furtherance  of the  interests of the Trust or any
Series thereof.  The President shall have such other powers and duties,  as from
time to time may be conferred upon or assigned to him by the Trustees.

Section 6.7. Powers and Duties of Vice Presidents.  In the absence or disability
of the  President,  the  Vice  President  or,  if  there  be more  than one Vice
President,  any Vice President designated by the Trustees, shall perform all the
duties  and may  exercise  any of the  powers of the  President,  subject to the
control of the Trustees.  Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.

Section 6.8.  Powers and Duties of the  Treasurer.  The  Treasurer  shall be the
principal  financial and accounting  officer of the Trust.  He shall deliver all
funds of the Trust or any Series or Class  thereof which may come into his hands
to such  Custodian as the  Trustees  may employ.  He shall render a statement of
condition  of the  finances  of the Trust or any Series or Class  thereof to the
Trustees as often as they shall require the same and he shall in general perform
all the duties  incident to the office of a Treasurer  and such other  duties as
from time to time may be assigned to him by the Trustees.  The  Treasurer  shall
give a bond for the faithful  discharge  of his duties,  if required so to do by
the Trustees, in such sum and with such surety or sureties as the Trustees shall
require.

Section 6.9.  Powers and Duties of the Secretary.  The Secretary  shall keep the
minutes of all meetings of the Trustees and of the  Shareholders in proper books
provided for that  purpose;  he shall have custody of the seal of the Trust;  he
shall have charge of the Share transfer books, lists and records unless the same
are in the charge of a transfer agent. He shall attend to the giving and serving
of all notices by the Trust in accordance  with the  provisions of these By-laws
and as  required  by law;  and  subject  to these  By-laws,  he shall in general
perform all duties  incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the Trustees.

Section  6.10.  Powers and Duties of  Assistant  Treasurers.  In the  absence or
disability  of the  Treasurer,  any officer  designated  by the  Trustees  shall
perform all the duties,  and may exercise any of the powers,  of the  Treasurer.
Each  officer  shall  perform  such  other  duties  as from  time to time may be
assigned  to him  by the  Trustees.  Each  officer  performing  the  duties  and
exercising  the powers of the  Treasurer,  if any, and any Assistant  Treasurer,
shall give a bond for the faithful discharge of his duties, if required so to do
by the  Trustees,  in such sum and with such surety or sureties as the  Trustees
shall require.

Section  6.11.  Powers and Duties of  Assistant  Secretaries.  In the absence or
disability of the Secretary,  any Assistant Secretary designated by the Trustees
shall  perform  all the  duties,  and may  exercise  any of the  powers,  of the

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Secretary. Each Assistant Secretary shall perform such other duties as from time
to time may be assigned to him by the Trustees.

Section 6.12.  Compensation of Officers and Trustees and Members of the Advisory
Board.  Subject to any applicable  provisions of the  Declaration of Trust,  the
compensation of the officers and Trustees and members of an advisory board shall
be fixed from time to time by the Trustees  or, in the case of officers,  by any
Committee or officer upon whom such power may be conferred by the  Trustees.  No
officer shall be prevented from receiving such  compensation  as such officer by
reason of the fact that he is also a Trustee.
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