As filed with the Securities and Exchange Commission on January 30, 2004.

                                  SCHEDULE 14A
                                 (RULE 14A-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                              FILE NUMBER 811-21131

                            SCHEDULE 14A INFORMATION

                PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
               SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

[X]  Filed by the Registrant

[ ]  Filed by a Party other than the Registrant

Check the appropriate box:

[ ]  Preliminary Proxy Statement

[X]  Definitive Proxy Statement

[ ]  Definitive Additional Materials

[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                       JOHN HANCOCK PREFERRED INCOME FUND
                (Name of Registrant as Specified in Its Charter)

                       JOHN HANCOCK PREFERRED INCOME FUND
                   (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (check the appropriate box):

[ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or
    14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission).

[ ] Fee paid previously with preliminary materials.

[X] No fee required.



[John Hancock Logo]

John Hancock Preferred Income Fund
John Hancock Preferred Income Fund II

January 30, 2004

Dear Shareholder:

As an investor in one of the funds listed above, you are cordially invited to
attend the annual shareholder meeting on Thursday, March 18, 2004 at 9:00 A.M.,
Eastern Time, to be held at John Hancock Funds, 101 Huntington Avenue, Boston,
MA 02199.

The proposals set forth in the enclosed proxy statement are routine items. A
routine item is one which occurs annually and makes no fundamental or material
changes to a fund's investment objectives, policies or restrictions, or to the
investment management contracts.

Elect your fund's Board of Trustees

For each fund, proposal number one asks common shareholders to elect three
Trustees. Trustees will serve until their respective successors are elected and
qualified. Your proxy statement includes a brief description of each nominee's
background.

Ratify the Trustees' selection of public accountants

For each fund, proposal number two asks you to ratify or reject the Trustees'
selection of Deloitte & Touche LLP as each fund's independent public
accountants for the fund's current fiscal year.

Your vote is important!

Please complete the enclosed proxy ballot form, sign it and mail it to us
immediately. For your convenience, a postage-paid return envelope has been
provided. Your prompt response will help avoid the cost of additional mailings
at your fund's expense.

If you have any questions, please call 1-800-852-0218, Monday through Friday,
between 9:00 A.M. and 7:00 P.M., Eastern Time.

Thank you in advance for your prompt action on this very important matter.

                                                 Sincerely,

                                                 /s/ Maureen Ford Goldfarb

                                                 Maureen Ford Goldfarb
                                                 Chairman and Chief Executive
                                                 Officer

P811PX 1/04


                       JOHN HANCOCK PREFERRED INCOME FUND
                      JOHN HANCOCK PREFERRED INCOME FUND II
               101 Huntington Avenue, Boston, Massachusetts 02199

                    NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
                            To Be Held March 18, 2004

This is the formal agenda for your fund's shareholder meeting. It tells you
what matters will be voted on and the time and place of the meeting, in case
you want to attend in person.

To the Shareholders of

     John Hancock Preferred Income Fund
     John Hancock Preferred Income Fund II:

A shareholder meeting for each fund will be held at 101 Huntington Avenue,
Boston, Massachusetts on Thursday, March 18, 2004 at 9:00 A.M., Eastern Time,
and shareholders of each fund will consider the following proposals:

     (1) To elect Trustees to serve until their respective successors are duly
         elected and qualified. Common shareholders may elect three Trustees.

     (2) To ratify or reject the Trustees' selection of Deloitte & Touche LLP as
         the fund's independent public accountants for the fund's current fiscal
         year.

     (3) To transact such other business as may properly come before the meeting
         or any adjournment of the meeting.

Your Trustees recommend that you vote in favor of all proposals.

Shareholders of record of each fund as of the close of business on January 12,
2004, are entitled to notice of and to vote at the fund's annual meeting and at
any related follow-up meeting. The proxy statement and proxy card are being
mailed to shareholders on or about January 30, 2004.

Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy in the accompanying envelope. No postage is necessary if mailed
in the United States.

                                             By order of the Boards of Trustees,

                                             Susan S. Newton
                                             Senior Vice President and
                                             Secretary

January 30, 2004


                       JOHN HANCOCK PREFERRED INCOME FUND
                      JOHN HANCOCK PREFERRED INCOME FUND II
               101 Huntington Avenue, Boston, Massachusetts 02199

                         ANNUAL MEETING OF SHAREHOLDERS
                          To Be Held On March 18, 2004

                                 PROXY STATEMENT

     This proxy statement contains the information you should know before voting
on the proposals described in the notice. Each fund will furnish without charge
a copy of its Annual Report and/or Semiannual report to any shareholder upon
request. If you would like a copy of your fund's report, please send a written
request to the attention of the fund at 101 Huntington Avenue, Boston,
Massachusetts 02199, or call John Hancock Funds at 1-800-892-9552.

     This proxy statement is being used by each fund's Trustees to solicit
proxies to be voted at the annual meeting of each fund's shareholders. The
meetings will be held at 101 Huntington Avenue, Boston, Massachusetts on
Thursday, March 18, 2004 at 9:00 A.M., Eastern Time.

     o   John Hancock Preferred Income Fund ("Preferred Income");

     o   John Hancock Preferred Income Fund II ("Preferred Income II").

     If you sign the enclosed proxy card and return it in time to be voted at
the meeting, your shares will be voted in accordance with your instructions.
Signed proxies with no instructions will be voted FOR all proposals. If you want
to revoke your proxy, you may do so before it is exercised at the meeting by
filing a written notice of revocation with the fund at 101 Huntington Avenue,
Boston, Massachusetts 02199, by returning a signed proxy with a later date
before the meeting, or if attending the meeting of your fund and voting in
person, by notifying your fund's secretary (without complying with any
formalities) at any time before your proxy is voted.

Record Ownership

     The Trustees of each fund have fixed the close of business on January 12,
2004 as the record date to determine which shareholders are entitled to vote at
the meeting. Common and Preferred shareholders of each fund are entitled to one
vote per share on all business of the meetings or any postponement of the
meeting relating to their fund and respective share class. On the record date,
the following number of shares of beneficial interest of each fund were
outstanding:



Fund                                Common Shares              Preferred Shares
-------------------------------------------------------------------------------
                                                            
Preferred Income                     25,699,185                   11,200
Preferred Income II                  21,054,743                   10,160


     The funds' management does not know of anyone who beneficially owned more
than 5% of either class of any fund's shares outstanding as of the record date.
(Beneficial ownership means voting power and/or investment power, which includes
the power to dispose of shares.)

     Although the annual meetings of the funds are being held jointly and
proxies are being solicited through the use of this joint proxy statement,
shareholders of each fund will vote separately as to proposals affecting their
fund.


                                        1


                                   PROPOSAL 1

                              ELECTION OF TRUSTEES
                (Common Shares and Preferred Shares of each fund)

General

     Each fund's Board of Trustees consists of eleven members. Holders of the
Common Shares are entitled to elect nine Trustees and holders of the Preferred
Shares are entitled to elect two Trustees. Ms. Ford Goldfarb, Ms. McGill
Peterson and Messrs. Carlin, Cunningham, Ladner, Moore, Pruchansky, Smith and
Toolan have been designated as subject to election by holders of the Common
Shares of each fund. Messrs. DeCiccio and Dion have been designated as subject
to election by holders of the Preferred Shares of each fund.

     Each Board of Trustees is divided into three staggered term classes, two
classes contain four Trustees each and one class contains three Trustees. The
term of one class expires each year, and no term continues for more than three
years after the applicable election. Each class of Trustees will stand for
election at the conclusion of their respective three-year terms. Classifying the
Trustees in this manner may prevent replacement of a majority of the Trustees
for up to a two-year period.

     As of the date of this proxy, each nominee for election currently serves as
Trustee of each fund. Using the enclosed proxy card, you may authorize the
proxies to vote your shares for the nominees representing your shares or you may
withhold from the proxies authority to vote your shares for one or more of the
nominees representing your shares. If no contrary instructions are given, the
proxies will vote FOR the nominees. Each of the nominees has consented to his or
her nomination and has agreed to serve if elected. If, for any reason, any
nominee should not be available for election or able to serve as a Trustee, the
proxies will exercise their voting power in favor of such substitute nominee, if
any, as the funds' Trustees may designate. The funds have no reason to believe
that it will be necessary to designate a substitute nominee.

Proposal 1

     For each fund, Messrs. Pruchansky, Smith and Ms. McGill Peterson are the
current nominees for election by the Common Shareholders. There are no current
nominees for election by the Preferred Shareholders.

Vote Required For Proposal 1

     The vote of a plurality of the votes cast by the Common Shares of a fund is
sufficient to elect the common shares' respective nominees of that fund.

Information Concerning Trustees

     The following table sets forth certain information regarding the nominees
for election to the Boards. The table also shows his or her principal occupation
or employment and other directorships during the past five years and the number
of John Hancock funds overseen by the Trustee. The table also lists the Trustees
who are not currently standing for election: The terms of Messrs. Carlin,
Cunningham, DeCiccio and Toolan will expire at the 2005 annual meeting, and the
terms of Messrs. Dion, Ladner, Moore and Ms. Ford Goldfarb will expire at the
2006 annual meeting.


                                        2




                                                   Principal Occupation(s)                                 Number of
Name, (Age), Address(1)                            and other Directorships                   Trustee      John Hancock
and Position with the Funds                      During the Past Five Years                   Since      Funds overseen
---------------------------                      --------------------------                   -----      --------------
                                                                                                      
                                               NOMINEES STANDING FOR ELECTION
                                                   TERM TO EXPIRE IN 2007

Patti McGill Peterson              Executive Director, Council for International              2002             29
(Age 60)                           Exchange of Scholars (since 1998); Vice President,
Independent Trustee                Institute of International Education (since 1998);
                                   Senior Fellow, Cornell Institute of Public Affairs,
                                   Cornell University (until December 1997); President
                                   Emerita of Wells College and St. Lawrence
                                   University; Director, Niagara Mohawk Power
                                   Corporation (electric utility); Director, Ford
                                   Foundation, International Fellowships Program
                                   (since 2002); Director, Lois Roth Endowment (since
                                   2002); Director, Council for International
                                   Educational Exchange (since 2003); Advisory Board,
                                   UNCF, Global Partnerships Center (since 2002).

Steven R. Pruchansky               Chairman and Chief Executive Officer, Greenscapes          2002             30
(Age 59)                           of Southwest Florida, Inc. (since 2000); Director
Independent Trustee                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                    Lieutenant General, United States Marine Corps;            2002             30
(Age 70)                           Deputy Chief of Staff for Manpower and Reserve
Independent Trustee                Affairs, Headquarters Marine Corps; Commanding
                                   General III Marine Expeditionary Force/3rd Marine
                                   Division (retired 1991).


                                       3




                                                   Principal Occupation(s)                                 Number of
Name, (Age), Address(1)                            and other Directorships                   Trustee      John Hancock
and Position with the Funds                      During the Past Five Years                   Since      Funds overseen
---------------------------                      --------------------------                   -----      --------------
                                                                                                      
                                            TRUSTEES NOT STANDING FOR ELECTION
                                                  TERM TO EXPIRE IN 2005

James F. Carlin                    Chairman and Treasurer, Alpha Analytical Inc.              2002             30
(Age 63)                           (analytical laboratory) (since 1985); Part Owner and
Independent Trustee                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
                                   (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              Former Chancellor, University of Texas System and          2002             30
(Age 60)                           former President of the University of Texas, Austin,
Independent Trustee                Texas; Chairman and CEO, IBT Technologies (until
                                   2001); Director of the following: The University of
                                   Texas Investment Management Company (until
                                   2000), Hire.com (since 2000), STC Broadcasting,
                                   Inc. and Sunrise Television Corp. (until 2001),
                                   Symtx, Inc. (since 2001), Adorno/Rogers
                                   Technology, Inc. (since 2001), Pinnacle Foods
                                   Corporation (since 2001), rateGenius (since 2001),
                                   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, Q
                                   Investments (since 2000); Advisory Director, Chase
                                   Bank (formerly Texas Commerce Bank -- Austin)
                                   (since 1988), LIN Television (since 2002) and
                                   WilTel Communications (since 2002).



                                        4




                                                   Principal Occupation(s)                                 Number of
Name, (Age), Address(1)                            and other Directorships                   Trustee      John Hancock
and Position with the Funds                      During the Past Five Years                   Since      Funds overseen
---------------------------                      --------------------------                   -----      --------------
                                                                                                      
                                          TRUSTEES NOT STANDING FOR ELECTION
                                          TERM TO EXPIRE IN 2005 (continued)

John P. Toolan                     Director, The Smith Barney Muni Bond Funds, The            2002             30
(Age 73)                           Smith Barney Tax-Free Money Funds, Inc., Vantage
Independent Trustee                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).

John M. DeCiccio+                  Director, John Hancock Life Insurance Co.                  2002             50
(Age 55)                           (Financial Services); Executive Vice President and
Interested Trustee*                Chief Investment Officer, John Hancock Financial
                                   Services, Inc. (Holding Company); Chairman of the
                                   Committee of Finance of John Hancock Life
                                   Insurance Company; Director, John Hancock
                                   Subsidiaries, LLC, Hancock Natural Resource
                                   Group, Independence Investment LLC, Declaration
                                   Management & Research LLC, The Berkeley
                                   Financial Group, LLC, John Hancock Advisers, LLC,
                                   John Hancock Funds, LLC, and Massachusetts
                                   Business Development Corporation.

                                          TRUSTEES NOT STANDING FOR ELECTION
                                                TERM TO EXPIRE IN 2006

Ronald R. Dion+                    Chairman and Chief Executive Officer, R. M.                2002             30
(Age 57)                           Bradley & Co., Inc.; Director, The New England
Independent Trustee                Council and Massachusetts Roundtable; Director,
                                   Boston Stock Exchange; Trustee, North Shore
                                   Medical Center; Director, BJ's Wholesale Club, Inc.
                                   and a corporator of the Eastern Bank; Trustee,
                                   Emmanuel College.



                                        5




                                                   Principal Occupation(s)                                 Number of
Name, (Age), Address(1)                            and other Directorships                   Trustee      John Hancock
and Position with the Funds                      During the Past Five Years                   Since      Funds overseen
---------------------------                      --------------------------                   -----      --------------
                                                                                                      
                                          TRUSTEES NOT STANDING FOR ELECTION
                                          TERM TO EXPIRE IN 2006 (continued)

Charles L. Ladner                  Chairman and Trustee, Dunwoody Village, Inc.               2002             30
(Age 65)                           (retirement services); Senior Vice President and
Independent Trustee                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).

John A. Moore                      President and Chief Executive Officer, Institute for       2002             29
(Age 64)                           Evaluating Health Risks, (nonprofit institution)
Independent Trustee                (until 2001); Chief Scientist, Sciences International
                                   (health research) (since 1998); Principal, Hollyhouse
                                   (consulting) (since 2000); Director, CIIT (nonprofit
                                   research) (since 2002).

Maureen Ford Goldfarb              Executive Vice President, John Hancock Financial           2002             50
(Age 48)                           Services, Inc., John Hancock Life President and
Interested Trustee*                Chief Executive Officer, John Hancock Advisers,
Chairman, President and            LLC (the "Adviser") and The Berkeley Financial
Chief Executive Officer            Group, Inc. ("The Berkeley Group"); Chairman,
                                   Director and Chief Executive Officer, John Hancock
                                   Funds, LLC ("John Hancock Funds"); Director, John
                                   Hancock Subsidiaries, LLC; Chairman, Director,
                                   President and Chief Executive Officer, Sovereign
                                   Asset Management Corporation (SAMCorp.);
                                   Director, Independence Investment LLC and
                                   Signature Services, Inc.; Investment Company
                                   Institute, Board of Governors (since 2002),
                                   Senior Vice President, MassMutual Insurance Co.
                                   (until 1999).


*    "Interested person," as defined in the Investment Company Act of 1940, as
     amended (the "Investment Company Act"), of the Funds and the Adviser.
+    Trustee representing the holders of the Preferred Shares.


                                        6


Executive Officers

     In addition to the Chairman, President and Chief Executive Officer (Ms.
Ford Goldfarb), the table below lists each fund's executive officers.



Name, (Age), Address(1)         Principal Occupation(s)                                     Officer
and Position with the Funds     During the Past Five Years                                   Since
---------------------------     --------------------------                                   -----
                                                                                       
Susan S. Newton                 Senior Vice President and Secretary, each of the John        2002
(Age 53)                        Hancock funds; Senior Vice President, Secretary and
Senior Vice President           Chief Legal Officer, the Adviser, John Hancock Funds,
and Secretary                   LLC, The Berkeley Group and SAMCorp.

Richard A. Brown                Senior Vice President, Chief Financial Officer and           2002
(Age 54)                        Treasurer, the Adviser, the John Hancock Fund
Senior Vice President           Complex, and The Berkeley Group; Second Vice
and Chief Financial Officer     President and Senior Associate Controller, Corporate
                                Tax Department, John Hancock Financial Services, Inc.
                                (until 2001).

William H. King                 Vice President and Treasurer, each of the John Hancock       2002
(Age 51)                        funds; Vice President, the Adviser.
Vice President and Treasurer

Thomas H. Connors               Vice President and Compliance Officer, each of the           2002
(Age 44)                        John Hancock funds and the Adviser; Vice President,
Vice President and              John Hancock Funds, LLC.
Compliance Officer


(1)  Business address for independent and interested Trustees and officers is
     101 Huntington Avenue, Boston Massachusetts 02199.

     Each Board of Trustees currently has four standing Committees: the Audit
Committee, the Administration Committee, the Contracts/Operations Committee and
the Investment Performance Committee. Each Committee is comprised of
Independent Trustees who are not "interested person").

     Each Board of Trustees held five meetings during its fund's 2003 fiscal
year. With respect to each fund, no trustee attended fewer than 75% of the
aggregate of (i) the total number of meetings of the Trustees of the fund and
(2) the total number of meetings held by all committees of the Trust on which
they serve. The funds hold joint meetings of the Trustees and all committees.

     Each Board of Trustees has an Audit Committee consisting of Messrs.
Ladner, Moore, Toolan and Ms. McGill Peterson. All members of each fund's Audit
Committee are Independent under the New York Stock Exchange's Revised Listing
Rules, and each member is financially literate with at least one having
accounting or financial management expertise. The Board has adopted a written
charter for the Audit Committee, which is attached as Exhibit A. The Preferred
Income Fund Audit Committee held four meetings and Preferred Income Fund II
held two meetings during its respective fund's 2003 fiscal year. Each Audit
Committee recommends to the full board the appointment of outside auditors for
each of the funds, oversees and monitors the audits of the funds, communicates
with both the independent auditors and inside auditors on a regular basis and
provides a forum for the auditors to report and discuss any matters they deem
appropriate at any time. Each Audit Committee reports that it has (1) reviewed
and discussed each fund's audited financial statements with management; (2)
discussed with the independent auditors the matters relating to the quality of
each fund's financial reporting as required


                                        7


by SAS 61; (3) received written disclosures and an independence letter from the
independent auditors required by Independent Standards Board Standard No. 1,
and discussed with the auditors their independence; and
(4), based on these discussions, recommended to the Board that each fund's
financial statements be included in each fund's annual report for the last
fiscal year.

     Each Board of Trustees has a Contracts/Operations Committee. The
Contracts/Operations Committee members are Messrs. Carlin, Pruchansky and Smith.
The Preferred Income Fund Contract/Operations Committee held six meetings and
Preferred Income Fund II Contract/Operations Committee held five meeting during
its fund's 2003 fiscal year. Each Contracts/Operations Committee oversees the
initiation, operation and renewal of the various contracts between the
respective funds and other entities. These contracts include advisory and
subadvisory agreements, custodial and transfer arrangements and arrangements
with other service providers.

     Each Board of Trustees has an Investment Performance Committee. The
Investment Performance Committee members are Messrs. Cunningham and Dion. The
Investment Performance Committee held four meetings during the fund's 2003
fiscal year for Preferred Income Fund and three for Preferred Income Fund II.
Each Investment Performance Committee monitors and analyzes the performance of
the respective funds generally, consults with the Adviser as necessary if the
respective fund is considered to require special attention and to review peer
groups and other comparative standards as necessary.

     Each Board of Trustees has an Administration Committee, which among other
things, serves as a nominating committee. The Administration Committee members
are Messrs. Carlin, Cunningham, Dion, Ladner, Moore, Purchansky, Smith, Toolan
and Ms. McGill Peterson. All members of the Administration Committee are
independent under the New York Stock Exchange's Revised Listing Rules and are
not interested persons, as defined in the Investment Company Act of 1940, as
amended, of John Hancock or the Funds (the "Independent Trustees"). The Board
has adopted a written charter for the Administration Committee, which is
attached as Exhibit B to this proxy statement. The Administration Committee held
five meetings for Preferred Income Fund and four for Preferred Income Fund II
during the Fund's 2003 fiscal year. The Administration Committee selects and
nominates for appointment and election candidates to serve as Trustees who are
Independent Trustees. The Trustees who are not Independent Trustees and the
officers of the Fund are nominated and selected by the Board.

     Each Administration Committee does not have at this time formal criteria
for the qualifications of candidates to serve as an Independent Trustee,
although the Administration Committee may develop them in the future. In
reviewing a potential nominee and in evaluating the renomination of current
Independent Trustees, the Administration Committee has historically applied the
following criteria: (i) the nominee's reputation for integrity, honesty and
adherence to high ethical standards, (ii) the nominee's business acumen,
experience and ability to exercise sound judgments, (iii) a commitment to
understand the Fund and the responsibilities of a trustee of an investment
company, (iv) a commitment to regularly attend and participate in meetings of
the Board and its committees, (v) the ability to understand potential conflicts
of interest involving management of the Fund and to act in the interests of all
shareholders, and (vi) the absence of a real or apparent conflict of interest
that would impair the nominee's ability to represent the interests of all the
shareholders and to fulfill the responsibilities of an Independent Trustee. The
Administration Committee does not necessarily place the same emphasis on each
criteria and each nominee may not have each of these qualities. The
Administration Committee does not discriminate on the basis of race, religion,
national origin, sex, sexual orientation, disability or any other basis
proscribed by law.


                                        8


     As long as an existing Independent Trustee continues, in the opinion of the
Administration Committee, to satisfy these criteria, the Fund anticipates that
the Committee would favor the renomination 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.

     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. Each of the
nominees for election as Trustee was recommended by the Administration
Committee.

     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. Ms. Ford
Goldfarb typically attends all shareholder meetings and other members of the
Board may, but generally do not, attend.


                                        9


Trustee Ownership

     The following table provides a dollar range indicating each Trustee's
ownership of equity securities of the Funds as well as aggregate holdings of
shares of equity securities of all John Hancock Funds overseen by the Trustee,
as of December 31, 2003.



                                        Trustee Holdings(1)

                                                                                   All John Hancock
                              Preferred Income           Preferred Income II        funds overseen
                              ----------------           -------------------        --------------
Name of Trustee          Shares      Dollar Range     Shares      Dollar Range       Dollar Range
---------------          ------      ------------     ------      ------------       ------------
                                                                     
Independent Trustees
James F. Carlin            200      $1 - $10,000        200      $1 - $10,000       Over $100,000
William H. Cunningham       --           --              --           --            Over $100,000
Ronald R. Dion              --           --              --           --            Over $100,000
Charles L. Ladner          400      $1 - $10,000        400      $1 - $10,000       Over $100,000
John A. Moore              688   $10,001 - $50,000      400      $1 - $10,000       Over $100,000
Patti McGill Peterson    1,200   $10,001 - $50,000    1,200   $10,001 - $50,000     Over $100,000
Steven R. Pruchansky       200      $1 - $10,000         --           --            Over $100,000
Norman H. Smith            553      $1 - $10,000         --           --            Over $100,000
John P. Toolan              --           --              --           --            Over $100,000

Interested Trustees
John M. DeCiccio                         --                           --            Over $100,000
Maureen Ford Goldfarb       --           --              --           --            Over $100,000


(1)  The amounts reflect the aggregate dollar range of equity securities
     beneficially owned by the Trustees in the Funds and in all John Hancock
     funds overseen by each Trustee. For each Trustee, the amounts reflected
     include share equivalents of certain John Hancock funds in which the
     Trustee is deemed to be invested pursuant to the Deferred Compensation Plan
     for Independent Trustees, as more fully described under "Remuneration of
     Trustees and Officers". The information as to beneficial ownership is based
     on statements furnished to the funds by the Trustees. Each of the Trustees
     has all voting and investment powers with respect to the shares indicated.
     None of the Trustees beneficially owned individually, and the Trustees and
     executive officers of the funds as a group did not beneficially own, in
     excess of one percent of the outstanding shares of any fund.

Compliance with Section 16(a) Reporting Requirements

     Section 16(a) of the Securities Exchange Act of 1934 requires a fund's
executive officers, Trustees and persons who own more than 10% of a fund's
shares ("10% Shareholders") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Executive
officers, Trustees, and 10% Shareholders are required by SEC regulations to
furnish each fund with copies of all Section 16(a) forms they file. Based solely
on a review of the copies of these reports furnished to the funds and
representations that no other reports were required to be filed, each fund
believes that during the past fiscal year its executive officers, Trustees and
10% Shareholders complied with all applicable Section 16(a) filing requirements.


                                       10


Remuneration of Trustees and Officers

     The following table provides information regarding the compensation paid by
the funds and the other investment companies in the John Hancock fund complex to
the Independent Trustees for their services for each fund's most recently
completed fiscal year. The two non-Independent Trustees, Ms. Ford Goldfarb and
Mr. DeCiccio, and each of the officers of the funds are interested persons of
the Adviser, are compensated by the Adviser and/or its affiliates and receive no
compensation from the funds for their services.



                                                                         Total Compensation
                                                                            All Funds in
                                                                         John Hancock Fund
Independent Trustees        Preferred Income     Preferred Income II         Complex(1)
--------------------        ----------------     -------------------         ----------
                                                                     
James F. Carlin                  $ 6,522               $ 3,839                $ 76,250
William H. Cunningham*             6,343                 3,686                  74,250
Ronald R. Dion*                    6,478                 3,802                  77,250
Charles L. Ladner                  6,424                 3,802                  78,000
John A. Moore*                     4,804                 2,981                  74,000
Patti McGill Peterson              4,557                 2,769                  72,750
Steven R. Pruchansky*              6,602                 3,955                  79,250
Norman H. Smith*                   6,712                 3,956                  77,750
John P. Toolan*                    6,424                 3,802                  78,250
                                 -------               -------                --------
Totals                           $54,866               $32,592                $687,750


(1)  The total compensation paid by the John Hancock fund complex to the
     Independent Trustees for the calendar year ended December 31, 2003. All the
     Independent Trustees are Trustees of 30 funds in the John Hancock fund
     complex, except for Ms. McGill Peterson and Mr. Moore, who are Trustees of
     29 funds.
*    As of December 31, 2003, the value of the aggregate accrued deferred
     compensation amount from all funds in the John Hancock fund complex for Mr.
     Cunningham was $563,218, for Mr. Dion was $193,220, for Mr. Moore was
     $248,464, for Mr. Pruchansky was $150,981, for Mr. Smith was $276,224 and
     for Mr. Toolan was $633,254 under the John Hancock Deferred Compensation
     Plan for Independent Trustees (the "Plan"). Under the Plan, an Independent
     Trustee may elect to have his deferred fees invested by a fund in shares of
     one or more funds in the John Hancock fund complex, and the amount paid to
     the Trustees under the Plan will be determined based upon the performance
     of such investments. Deferral of Trustees' fees does not obligate any fund
     to retain the services of any Trustee or obligate any fund to pay any
     particular level of compensation to the Trustee.

Material Relationships of the Independent Trustees

     As of December 31, 2003, none of the Independent Trustees, nor any
immediate family member, owns shares of John Hancock Advisers, LLC (the
"investment adviser") or a principal underwriter of the funds, nor does any such
person own shares of a company controlling, controlled by or under common
control with, the investment adviser or a principal underwriter of the funds.

     There have been no transactions by the funds since the beginning of the
funds' last two fiscal years, nor are there any transactions currently proposed,
in which the amount exceeds $60,000, and in which any trustee of the funds or
any immediate family members has or will have a direct or indirect material
interest, nor have any of the foregoing persons been indebted to the funds in an
amount in excess of $60,000 at any time since that date.

     No Independent Trustee, nor any immediate family member has had, in the
past five years, any direct or indirect interest, the value of which exceeds
$60,000, in the investment adviser, a principal underwriter of the funds or in a
person (other than a registered investment company) directly or indirectly
controlling, controlled by


                                       11


or under common control with, the investment adviser or principal underwriter
of the funds. Moreover, no Independent Trustee or immediate family member has,
or has had in the last two fiscal years of the funds, any direct or indirect
relationships or material interest in any transaction or in any currently
proposed transaction, in which the amount involved exceeds $60,000, in which
the following persons were or are a party: the funds, an officer of the funds,
any investment company sharing the same investment adviser or principal
underwriter as the funds or any officer of such a company, any investment
adviser or principal underwriter of the funds or any officer of such a party,
any person directly or indirectly controlling, controlled by or under common
control with, the investment adviser or principal underwriter of the funds, or
any officer of such a person.

     Within the last two completed fiscal years of the funds, no officer of any
investment adviser or principal underwriter of the funds or of any person
directly or indirectly controlling, controlled by or under common control with,
the investment adviser or principal underwriter of the funds, has served as a
director on a board of a company where any of the Independent Trustees or
nominees of the funds, or immediate family members of such persons, has served
as an officer.

Legal Proceedings

     There are no material pending legal proceedings to which any trustee or
affiliated person is a party adverse to the funds or any of its affiliated
persons or has a material interest adverse to the funds or any of its affiliated
persons. In addition, there have been no legal proceedings that are material to
an evaluation of the ability or integrity of any trustee or executive officer of
the funds within the past five years.

                                   PROPOSAL 2

         RATIFICATION OF SELECTION OF THE INDEPENDENT PUBLIC ACCOUNTANTS
                (Common Shares and Preferred Shares of Each Fund)

     The Trustees of each fund, including a majority of each fund's Independent
Trustees, have selected Deloitte & Touche, LLP ("Deloitte & Touche") to act as
independent public accountants for each fund's fiscal year ending July 31, 2004.

     The following table sets forth the aggregate fees billed by the independent
accountants for each fund's 2003 fiscal year for professional services rendered
for: (i) the audit of the fund's annual financial statements and the review of
financial statements included in the fund's reports to stockholders; (ii)
assurance and related services that are reasonably related to the audit of the
Fund's financial statements, (iii) tax compliance, tax advice or tax planning
and (iv) all services other than (i), (ii) and (iii). The table also discloses
the aggregate fees paid during the 2003 fiscal year to the Funds, independent
accountants by John Hancock Advisers, LLC and any entity controlling, controlled
by or under common control with John Hancock Advisers, LLC to the extent that
the engagement relates directly to the operations and financial reporting of
registered investment companies (the "Adviser and Adviser Affiliates").



                                               Audit fees    Audit-related fees    Tax fees   All other fees
                                               ----------    ------------------    --------   --------------
                                                                                       
Preferred Income ...........................    $31,300           $24,800          $2,100          $0
Preferred Income II ........................    $31,300           $24,800          $2,100          $0
The Adviser and Adviser Affiliates .........    $     0           $     0          $    0          $0



                                       12


     The Fund's Audit Committee has adopted procedures to pre-approve audit and
non-audit services for the Funds and the Adviser and Adviser Affiliates. These
procedures identify certain types of audit and non-audit services that are
anticipated to be provided by Deloitte & Touche during a calendar year and,
provided the services are within the scope and value standards set forth in the
procedures, pre-approve those engagements. The scope and value criteria are
reviewed annually. These procedures require both audit and non-audit sources to
be approved by the Audit Committee prior to Deloitte & Touche being engaged. In
recommending Deloitte & Touche as the Funds' independent accountants, the Audit
Committee has considered the compensation provided to Deloitte & Touche for
audit and non-audit services to the Adviser and Adviser Affiliates and has
determined that such compensation is not incompatible with maintaining Deloitte
& Touche's independence. The aggregate amount of non-audit fees paid by the
Funds, the Adviser and an Advisor Affiliate that provide services to the Funds
was $187,613 for the fiscal year ending July 31, 2003.

     Deloitte & Touche has advised the funds that it has no direct or indirect
financial interest in any of the funds. This selection is subject to the
approval by the shareholders of the funds at the meetings. The enclosed proxy
card provides space for instructions directing the proxies named on the card to
vote for, against, or abstain from ratifying that selection. A representative of
Deloitte & Touche is expected to be present at the meeting, will have the
opportunity to make a statement if the representative desires to do so and will
be available to respond to appropriate questions relating to the examination of
the funds' financial statements.

     The Boards of Trustees, including each Fund's Independent Trustees,
unanimously recommend that shareholders ratify the selection of Deloitte &
Touche as independent public accountants of the funds.

Vote Required to Ratify the Selection of Independent Public Accountants

     The approval of a "majority" (as described below) of the Common Shares and
the Preferred Shares, voting as a single class, of each fund is required to
ratify the selection of Deloitte & Touche as such fund's independent public
accountants for that fund's 2004 fiscal year.

                                  MISCELLANEOUS

Voting; Quorum; Adjournment

     The following vote is required to approve each respective proposal:



Proposal                 Vote Required
--------------------------------------------------------------------------------------------------
                      
Election of Trustees     For each class, a plurality of all votes cast, assuming a quorum exists.*
(Proposal 1)             A "plurality" means that the three nominees up for election by the
                         Common Shares and receiving the greatest number of votes of the
                         Common Shares, will be elected as Trustees, regardless of the number
                         of votes cast.
                         Common shares vote on this proposal.

Ratification of Public   The affirmative vote of more than 50% of the votes cast, assuming a
Accountants              quorum exists.*
(Proposal 2)             Common and Preferred Classes vote together as a single class on
                         this proposal.


*    In order for a "quorum" to exist, a majority of the shares outstanding and
     entitled to vote must be present at the meeting, either in person or by
     proxy, determined in accordance with the table below.


                                       13


     Proposals 1 and 2 in this proxy statement are considered routine matters on
which brokers holding shares in "street name" may vote without instruction under
the rules of the New York Stock Exchange. While, as noted above, both of the
proposals in this proxy statement are routine, for non-routine proposals,
brokers that are member organizations of the New York Stock Exchange may vote
Preferred Shares for which they have not received instructions in proportion to
the shares for which they have received instructions. Proportionate voting of
Preferred Shares may occur on a non-routine proposal only if: (i) at least 30%
of the Preferred Shares of the fund outstanding and entitled to vote have been
voted; (ii) less than 10% of such Preferred Shares voted against the proposal;
(iii) the shareholders of the Common Shares of the fund have approved the
proposal (except with respect to plurality votes); and (iv) a majority of the
Independent Trustees of the fund have approved the proposal.

     The following table summarizes how the quorum and voting requirements are
determined.



Shares                      Quorum                                Voting
-------------------------------------------------------------------------------------------------------------
                                                            
In General                  All shares "present" in person or     Shares present in person will be voted in
                            by proxy are counted in               person by the shareholder at the meeting.
                            determining whether a quorum          Shares present by proxy will be voted by
                            exists.                               the proxyholder in accordance with
                                                                  instructions specified in the proxy.

Broker Non-Vote             Considered "present" a meeting.       Not voted. Same effect as a vote "against"
                                                                  a proposal.

Proxy with No Voting        Considered "present" for              Will be voted "for" the proposal by the
Instruction (other than     determining whether a quorum          proxyholder.
Broker Non-Vote)            exists.

Vote to Abstain             Considered "present" for              Disregarded. Because abstentions are not
                            determining whether a quorum          votes "cast", abstentions will have no
                            exists.                               effect on whether a proposal is approved.

Proportionately Voted       Considered "present" for              Voted in proportion to Preferred Shares
Preferred Shares with       determining whether a quorum          for which the broker received
No Voting Instruction       exists.                               instructions.


     If a quorum is not present, the persons named as proxies may vote their
proxies to adjourn the meeting to a later date. If a quorum is present, but
there are insufficient votes to approve any proposal, the persons named as
proxies may propose one or more adjournments of the meeting to permit further
solicitation. Shareholder action may be taken on one or more proposals prior to
such adjournment. Proxies instructing a vote for a proposal will be voted in
favor of an adjournment with respect to that proposal, and proxies instructing a
vote against a proposal will be voted against an adjournment with respect to
that proposal.

Expenses and Methods of Solicitation

     The costs of the meeting, including the solicitation of proxies, will be
paid by the funds. Persons holding shares as nominees will be reimbursed by the
relevant fund, upon request, for their reasonable expenses in sending soliciting
material to the principals of the accounts. In addition to the solicitation of
proxies by mail, Trustees, officers and employees of the funds or of the funds'
investment adviser may solicit proxies in person or by telephone. John Hancock
Advisers, LLC, 101 Huntington Avenue, Boston, Massachusetts 02199-7603, serves
as each fund's investment adviser. Mellon Investor Services LLC has been
retained to assist in the solicitation of proxies at a cost of approximately
$5,000 per fund plus reasonable expenses.


                                       14


Telephone Voting

     In addition to soliciting proxies by mail, by fax or in person, the funds
may also arrange to have votes recorded by telephone by officers and employees
of the funds or by the personnel of the adviser or the transfer agent or
solicitor. The telephone voting procedure is designed to verify a shareholder's
identity, to allow a shareholder to authorize the voting of shares in accordance
with the shareholder's instructions and to confirm that the voting instructions
have been properly recorded. If these procedures were subject to a successful
legal challenge, the telephone votes would not be counted at the meeting. The
funds have not obtained an opinion of counsel about telephone voting, but they
are currently not aware of any challenge.

     o   A shareholder will be called on a recorded line at the telephone number
         in the funds' account records and will be asked to provide the
         shareholder's social security number or other identifying information.

     o   The shareholder will then be given an opportunity to authorize proxies
         to vote his or her shares at the meeting in accordance with the
         shareholder's instructions.

     o   To ensure that the shareholder's instructions have been recorded
         correctly, the shareholder will also receive a confirmation of the
         voting instructions by mail.

     o   A toll-free number will be available in case the voting information
         contained in the confirmation is incorrect.

     If the shareholder decides after voting by telephone to attend the meeting,
the shareholder can revoke the proxy at that time and vote the shares at the
meeting.

Other Matters

     The management of the funds knows of no business to be brought before the
annual meetings except as mentioned above. If, however, any other matters were
properly to come before the meetings, the persons named in the enclosed form of
proxy intend to vote on such matters in accordance with their best judgment. If
any shareholders desire additional information about the matters proposed for
action, the management of the funds will provide further information.

     The meeting is scheduled as a joint meeting of the respective shareholders
of the funds because the shareholders of the funds are generally expected to
consider and vote on similar matters. The Boards of Trustees of the funds have
determined that the use of this joint proxy statement for the meetings is in the
best interest of each fund's shareholders. In the event that any shareholder
present at the meetings objects to the holding of a joint meeting and moves for
an adjournment of the annual meeting with respect to his or her fund to a time
immediately after the annual meetings so that his or her fund's meeting may be
held separately, the persons named as proxies will vote in favor of such
adjournment.

     The shareholders of each fund will vote separately on each proposal, and
voting by shareholders of one fund will have no effect on the outcome of voting
by shareholders of the other funds.


                                       15


                              SHAREHOLDER PROPOSALS

     Shareholder proposals intended to be presented at a fund's annual meeting
in 2005 must be received by that fund at its offices at 101 Huntington Avenue,
Boston, Massachusetts, after September 30, 2004, but no later than October 29,
2004, for inclusion in that fund's proxy statement and form of proxy relating to
that meeting (subject to certain exceptions).

                IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

JOHN HANCOCK PREFERRED INCOME FUND
JOHN HANCOCK PREFERRED INCOME FUND II

Dated: January 30, 2004


                                       16


                                    EXHIBIT A

                               JOHN HANCOCK FUNDS
                             AUDIT COMMITTEE CHARTER

     A. Composition. The Audit Committee shall be composed exclusively of
Independent Trustees who are designated for membership from time to time by the
Administration Committee. The Audit Committee shall be composed of at least
three Independent Trustees who are free of any relationship that, in the opinion
of the Administration Committee, may interfere with such member's individual
exercise of independent judgment and are otherwise independent under any
applicable rule or listing requirement. Each Audit Committee member shall also
meet the independence and financial literacy requirements for serving on audit
committees, and at least one member shall have accounting or related financial
management expertise, all as set forth in applicable rules or listing
requirements.

     B. Overview. The Audit Committee's job is one of oversight. 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 Company's financial statements and for
reviewing the Company's 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.

     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
         and appointment of an independent auditor for each fund prior to the
         engagement of such independent auditor.

     3.  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.


                                       17


     4.  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.

     5.  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.

     6.  To meet with independent auditors, management's internal auditors, and
         the funds' senior management to review the form and substance of the
         funds' financial statements and reports.

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

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

     9.  To assess each independent auditor's independence at least annually. In
         connection with this assessment, the Audit Committee shall obtain and
         review a report by the independent auditor describing 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.

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

    11.  To review, determine the appropriateness of and approve the auditing
         and other fees charged by the external auditing firms. The Audit
         Committee shall be empowered to cause the funds to pay the compensation
         of the independent auditors.

    12.  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.

    13.  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.

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

    15.  To establish and monitor, or cause to be established and monitored,
         procedures for the receipt, retention, and treatment of complaints
         received by a listed fund regarding accounting, internal accounting
         controls, or auditing matters, and the confidential, anonymous
         submission by employees of a listed fund regarding questionable
         accounting or auditing matters, as and when required by applicable
         rules or listing requirements.


                                       18


    16.  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 [sec]380) requires discussion.

    17.  To consider, where required, whether it will recommend to the Board of
         Trustees of each fund that the fund's audited financial statements be
         included in the Company's annual report to shareholders.

    18.  To provide, where required, an annual committee report for inclusion in
         the proxy statement of each fund relating to any meeting of
         stockholders.

     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 Attachment 1 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. 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.

     H. 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.

     I. 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.


                                       19


                                  Attachment 1

                  QUALIFIED LEGAL COMPLIANCE COMMITTEE ("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.


                                       20


                                  Attachment 2

                             AUDIT COMMITTEE REPORT

     The information contained in this report shall not be deemed to be
"soliciting material" or "filed" or incorporated by reference in future filings
with the SEC, or subject to the liabilities of Section 18 of the Securities
Exchange Act of 1934, except to the extent that we specifically incorporate it
by reference into a document filed under the Securities Act of 1933 or the
Securities Exchange Act of 1934.

     The Audit Committee has reviewed and discussed with the Funds' management
and Deloitte & Touche LLP the audited financial statements of the Funds
contained in the Annual Reports on Form N-CSR for the 2003 fiscal year. The
Audit Committee has also discussed with Deloitte & Touche LLP the matters
required to be discussed pursuant to SAS No. 61 (Codification of Statements on
Auditing Standards, AU Section 380), which includes, amount other items, matters
related to the conduct of the audit of the Funds' financial statements.

     The Audit Committee has received and reviewed the written disclosures and
the letter from Deloitte & Touche LLP required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and has
discussed with Deloitte & Touche LLP its independence from the Funds.

     Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Trustees that the audited financial statements be
included in each Fund's Annual Report on Form N-CSR for filing with the
Securities and Exchange Commission.

                        Submitted by the Audit Committee

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


                                       21


                                    EXHIBIT B

                               JOHN HANCOCK FUNDS
                        ADMINISTRATION COMMITTEE CHARTER

     A. Composition. The Administration Committee shall be composed of all of
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. 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 select and nominate any new Independent Trustees as needed and, in
        that connection, to solicit nominees for Independent Trustees, to
        conduct personal interviews and other investigation of nominees as
        appropriate and desired, considering nominees who possess leadership,
        business judgement and management experience which will be useful in
        service to the fund and its shareholders and who have adequate time to
        devote to their duties.

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

     7. 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.

     8. 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.

     9. To evaluate feedback from shareholders as appropriate.


                                       22


     D. 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.

     E. 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.

     F. 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.

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


                                       23




                                                                       P R O X Y

                       JOHN HANCOCK PREFERRED INCOME FUND

     The undersigned  holder of Auction Preferred Shares of beneficial  interest
("Preferred  Shares") of John Hancock  Preferred Income Fund hereby  constitutes
and appoints  Maureen Ford  Goldfarb,  William H. King and Susan S. Newton,  and
each of them singly,  proxies and attorneys of the undersigned,  with full power
of substitution to each, for and in the name of the undersigned, to vote and act
upon all matters at the Annual Meeting of Shareholders of the Fund to be held on
Thursday,  March 18, 2004 at the  offices of the Fund,  101  Huntington  Avenue,
Boston,  Massachusetts,  at  9:00  a.m.,  Eastern  time,  and  at  any  and  all
adjournments thereof, in respect to all Preferred Shares of the Fund held by the
undersigned or in respect of which the undersigned  would be entitled to vote or
act, with all the powers the  undersigned  would possess if personally  present.
All proxies  previously  given by the undersigned in respect of said meeting are
hereby revoked.

1: There are no current nominees for election by the Preferred Shareholders.

2: To ratify  the  selection  of  Deloitte & Touche  LLP as  independent  public
   accountants.

   o FOR           o AGAINST         o ABSTAIN



     Specify your vote by check marks in the appropriate  space. This proxy will
be voted as specified.  If no  specification is made, the proxy will be voted in
favor of proposal 2. The persons named as proxies have discretionary  authority,
which  they  intend  to  exercise  in favor  of the  proposals  referred  to and
according to their best  judgment as to the other  matters  which  properly come
before the meeting.

PLEASE  COMPLETE,  SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED  ENVELOPE AS
SOON AS POSSIBLE. PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR IN THE BOX ON
THE  LEFT.  WHEN  SIGNING  AS  ATTORNEY,  EXECUTOR,  ADMINISTRATOR,  TRUSTEE  OR
GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS SUCH. IF A CORPORATION,  PLEASE SIGN IN
FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED  OFFICER. IF A PARTNERSHIP,
PLEASE     SIGN     IN     PARTNERSHIP     NAME    BY     AUTHORIZED     PERSON.
Date_________________________________________________________________, 2004


                      ------------------------------------
                         Signature(s) of Shareholder(s)

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES



                       JOHN HANCOCK PREFERRED INCOME FUND

                         Annual Meeting of Shareholders
                                 March 18, 2004

The undersigned  holder of common shares of beneficial  interest of John Hancock
Preferred Income Fund hereby appoints MAUREEN FORD GOLDFARB, WILLIAM H. KING and
SUSAN  S.  NEWTON,  and  each of  them  singly,  proxies  and  attorneys  of the
undersigned, with full power of substitution to each, for and in the name of the
undersigned,  to vote  and  act  upon  all  matters  at the  Annual  Meeting  of
Shareholders  of the Fund to be held on Thursday,  March 18, 2004 at the offices
of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 a.m., Eastern
time, and at any and all adjournments  thereof,  in respect of all common shares
of the Fund held by the undersigned or in respect of which the undersigned would
be entitled to vote or act,  with all powers the  undersigned  would  possess if
personally  present.  All proxies previously given by the undersigned in respect
of said meeting are hereby revoked.

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------

Please complete, sign, date and return this proxy in the enclosed envelope as
soon as possible. Please sign exactly as your name or names appear in the box on
the reverse. When signing as Attorney, Executor, Administrator, Trustee or
Guardian, please give your full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

--------------------------------------------------------------------------------
    Address Change/Comments (Mark the corresponding box on the reverse side)

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



[  ] Please Mark Here for Address Change or Comments SEE REVERSE SIDE


    THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES

1.  To elect the following nominees to serve as Trustees of the Fund.

    (01) Patti McGill Peterson (02) Steven R. Pruchansky (03) Norman H. Smith

                   FOR                      WITHHOLD
                   ALL     [ ]              FROM ALL   [ ]
                 NOMINEES                   NOMINEES

            [ ] _______________________________________
                 For all nominees except as noted above


--------------------------------------------------------------------------------
                                  JOHN HANCOCK
--------------------------------------------------------------------------------
                              PREFERRED INCOME FUND


 2.   To ratify the selection of                      For    Against  Abstain
      Deloitte & Touche LLP as Inde-
      pendent public accountants.                     [ ]      [ ]      [ ]


Specify your vote by marking the appropriate spaces. If no specification is
made, this proxy will be voted for the nominees named in the proxy statement and
in favor of proposal 2. The persons named as proxies have discretionary
authority, which they intend to exercise in favor of the proposals referred to
and according to their best judgment as to the other matters which may properly
come before the meeting.

Please be sure to sign and date this Proxy.


Signature: ___________ Date: ___________ Signature: ___________  Date: _________