<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>10
<FILENAME>exhibit_5d.txt
<DESCRIPTION>EXHIBIT 99.5(D)
<TEXT>


                   DUTCH AUCTION RATE TRANSFERABLE SECURITIES
                    SHARE(S) OF BENEFICIAL INTEREST, SERIES E
                             NO PAR VALUE PER SHARE
                    $100,000 LIQUIDATION PREFERENCE PER SHARE

Certificate Number: __
Number of Shares:  ____
CUSIP No.: _____

                  John Hancock Patriot Premium Dividend Fund II

This certifies that Cede & Co. is the owner of the above referenced number of
fully paid and non-assessable Dutch Auction Rate Transferable Securities
share(s), Series E, no par value, $100,000 Liquidation Preference per Share, of
John Hancock Patriot Premium Dividend Fund II, a Massachusetts business trust
(the "Trust"), the said shares being issued, received and held under and subject
to the terms and provisions of the Agreement and Declaration of Trust dated as
of September 26, 1989, establishing the Trust, and all amendments thereto, and
the By-Laws of the Trust, and all amendments thereto, copies of which are on
file with the Secretary of Trust at the offices of the Trust. The said owner by
accepting this certificate agrees to and is bound by all of the said terms and
provisions. The shares represented hereby are transferable in writing by the
owner thereof in person or by attorney upon surrender of this certificate to the
Trust in the manner provided in the By-Laws properly endorsed for transfer. This
certificate is executed on behalf of the Trustees of the Trust as Trustees and
not individually, and the obligations hereof are not binding upon any of the
Trustees, officers or shareholders of the Trust individually but are binding
only upon the assets and property of the Trust. This certificate is not valid
until countersigned and registered by the Transfer Agent and Registrar.

      Witness the facsimile seal of the Fund and the facsimile signatures of its
duly authorized officers.


Dated:

Executed on behalf of the Trust:

----------------------------                        ----------------------------
President and Chief Executive Officer               Treasurer

Countersigned and Registered:
By Deutsche Bank Trust Company Americas
New York, New York
Transfer Agent and Registrar
BY: ___________________________

<PAGE>

Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Trust or its
agent for registration of a transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

EXPLANATION OF ABBREVIATIONS
      The following abbreviations when used in the form of ownership on the face
of this certificate shall be construed as though they were written out in full
according to applicable laws or regulations. Abbreviations in addition to those
appearing below may be used.

<TABLE>
<CAPTION>

ABBREVIATION      EQUIVALENT                              ABBREVIATION          EQUIVALENT
------------      ----------                              ------------          ----------
<S>               <C>                                     <C>                   <C>

JT TEN            As joint tenants, with right of         TEN IN COM            As tenants in common
                  survivorship and not as tenants in
                  common
Abbreviation      Equivalent                              TEN BY ENT            As tenants by the entireties

ADM               Administrator(s)                        UNIF TRANSFERS MIN    Uniform Transfers to Minors Act

                                                          ACT

AGMT              Agreement                               ABBREVIATION          EQUIVALENT
                                                          ------------          ----------

CUST              Custodian for                           FDN                   Foundation

EST               Estate, Of estate of                    PL                    Public Law

EX                Executor(s), Executrix                  TR                    (As) trustee(s), for of

FBO               For the benefit of                      UA                    Under Agreement

                                                          UW                    Under the will of, Of will of, Under last
                                                                                will & Testament

                        Additional abbreviations may also be used though not in the above list.
</TABLE>

THIS CERTIFICATE IS ISSUED SUBJECT TO THE PROVISIONS RESTRICTING TRANSFERS OF
THE DUTCH AUCTION RATE TRANSFERABLE SECURITIES CONTAINED IN THE BY-LAWS.



                                  TRANSFER FORM


     FOR VALUE RECEIVED, ____________________________________ hereby sell,
assign and transfer unto ________________ (Name) ___________________ (Social
Security Number)

Please print or typewrite Name and Address (including postal ZIP Code of
Assignee)___________________________________
_____________________________________________________________________ shares
represented by this Certificate, and do hereby irrevocably constitute and
appoint _____________________________ Attorney, to transfer such beneficial
interest on the books of the Trust named therein with full power of substitution
in the premises.

Dated ______________________________, ________________

Signature(s)____________________________________

<PAGE>

(The signature of this assignment must correspond exactly with the name as
written upon the face of this Certificate in every particulate, without
alteration or enlargement or any change whatsoever. If more than one owner, all
must sign.)

____________________________________
(Signature must be guaranteed by a commercial bank or trust company or member
firm of any national stock exchange.)

                                IMPORTANT NOTICE

When you sign your name to the Transfer Form without filling in the name of your
"Assignee" this certificate becomes fully negotiable, similar to a check
endorsed in blank. Therefore, to safeguard a signed certificate, it is
recommended that you fill in the name of the new owner in the "assignee" space.

Alternatively, instead of using this Transfer form, you may sign a separate
"stock power" form and then mail the unsigned certificate and the signed "stock
power" in separate envelopes. For added protection, use registered mail for a
certificate.

</TEXT>
</DOCUMENT>
