As filed with the Securities and Exchange Commission on Februsry 15, 2001.

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

FILE NUMBER 811-8568

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 BANK AND THRIFT OPPORTUNITY FUND
(Name of Registrant as Specified in Its Charter)

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY 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.

- --------------------------------------------------------------------------------
[PRINTED ON JOHN HANCOCK FUNDS LETTERHEAD] [LOGO] John Hancock

February 15, 2001

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND

Dear Fellow Shareholder:

As an investor in the John Hancock Bank and Thrift Opportunity Fund, you are
cordially invited to attend the annual shareholder meeting on Thursday, March
29, 2001 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 the fund's investment objective, policies or restrictions, or to the
investment management contract.

Elect Your Fund's Board of Trustees

Proposal number one asks you to elect four Trustees to serve until their
respective successors are elected and qualified. Your proxy statement includes a
brief description of each individual's background.

Ratify the Trustees' Selection of Accountants

Proposal number two asks you 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. Deloitte & Touche LLP has been the Fund's
independent accountants since the Fund's inception.

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 1-800-426-5523, Monday through Friday
between 8:30 a.m. and 5:00 p.m. Eastern Time.

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

Sincerely,

/s/Maureen R. Ford
------------------
Maureen R. Ford
Vice Chairman and Chief Executive Officer

Enclosure
P9PXL 2/01
JHKB-SL-01

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

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held March 29, 2001

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 Bank and Thrift Opportunity Fund:

A shareholder meeting for your fund will be held at 101 Huntington Avenue,
Boston, Massachusetts on Thursday, March 29, 2001 at 9:00 A.M., Eastern time, to
consider the following proposals:

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

(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 adjournments of the meeting.

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

Shareholders of record as of the close of business on January 29, 2001 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 February 15, 2001.

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 Board of Trustees,

Susan S. Newton
Vice President and Secretary

February 15, 2001
P90PX 2/01

JHKB-PS-01

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND
101 Huntington Avenue, Boston, Massachusetts 02199

ANNUAL MEETING OF SHAREHOLDERS
To Be Held March 29, 2001

PROXY STATEMENT

This proxy statement contains the information you should know before
voting on the proposals described in the notice. The fund will furnish without
charge a copy of its Annual 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 your fund's Trustees to solicit
proxies to be voted at the annual meeting of your fund's shareholders. This
meeting will be held at 101 Huntington Avenue, Boston, Massachusetts on
Thursday, March 29, 2001 at 9:00 A.M., Eastern time.

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 and voting in person, by
notifying the fund's secretary (without complying with any formalities) at any
time before your proxy is voted.

Record Ownership

The Trustees have fixed the close of business on January 29, 2001 as the
record date to determine which shareholders are entitled to vote at the meeting.
Shareholders are entitled to one vote per share on all business relating to the
fund at the annual meeting or any postponements. On the record date, there were
84,400,000 shares of beneficial interest of the fund outstanding.

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

PROPOSAL 1

ELECTION OF TRUSTEES

General

The fund's Board of Trustees consists of nine members. The Board is
divided into three staggered term classes, each containing 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 a Trustee of the fund. Using the enclosed proxy card you may authorize the
proxies to vote your shares for the nominees or you may withhold from the
proxies authority to vote your shares for one or more of the nominees. 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 a substitute nominee, if any, as the fund's Trustees may designate. The
fund has no reason to believe that it will be necessary to designate a
substitute nominee.

Proposal 1

Messrs. Brown, Pruchansky and Smith are the current nominees for election;
the terms of Messrs. Carlin, Cunningham and Toolan expire at the 2002 annual
meeting; and the terms of Ms. Ford and Messrs. Dion and Ladner expire at the
2003 annual meeting.

Vote Required For Proposal 1

The vote of a plurality of the votes cast by the shares of the fund is
sufficient to elect the nominees.

Information Concerning Trustees

The following table describes each nominee's position with the fund. The
table also shows his or her principal occupation or employment during the past
five years and the number of shares of the fund beneficially owned by him or
her, directly or indirectly, on the record date. The table also lists the
Trustees who are not currently standing for election and whose current terms
continue until the annual meetings in 2002 and 2003, respectively.

Shares Owned
Beneficially, Directly
Name (Age) and Principal Occupation First Became or Indirectly, on
Position with the Fund During the Past Five Years a Trustee January 29, 2001(1)(2)
- ---------------------- -------------------------- --------- ----------------------

NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2004

*Stephen L. Brown Chairman and Director, John Hancock 1999 100
(Age 63) Life Insurance Company (CEO until
Trustee and Chairman June 2000), John Hancock Financial
Services, Inc. (CEO until June 2000);
John Hancock Advisers, Inc. (the
Adviser), John Hancock Funds, Inc.
(John Hancock Funds), The Berkeley
Financial Group, Inc. (The Berkeley
Group); Director, John Hancock
Subsidiaries, Inc.; John Hancock
Signature Services, Inc. (Signature
Services) (until January 1997); John
Hancock Insurance Agency, Inc.
(Insurance Agency), (until May 1999);
Independence Investment Associates, Inc.,
Independence International Associates,
Inc., Independence Fixed Income
Associates, Inc.; Insurance Marketplace
Standards Association, Committee for
Economic Development, Ionics, Inc. (since
June 2000); Aspen Technology, Inc. (since
June 2000); and Trustee and Chairman of
68 funds managed by the Adviser.

Steven R. Pruchansky Chief Executive Officer, Mast Holdings, 1994 1,700(3)
(Age 56) Inc. (since June 1, 2000); Director and
Trustee President, Mast Holdings, Inc. (until
May 31, 2000); Director, First Signature
Bank & Trust Company (until August 1991);
Director, Mast Realty Trust (until 1994);
President, Maxwell Building Corp. (until
1991); and Trustee of 35 funds managed by
the Adviser.

NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2004

Norman H. Smith Lieutenant General, United States Marine 1994 1,271
(Age 67) Corps; Deputy Chief of Staff for
Trustee Manpower and Reserve Affairs, Headquarters
Marine Corps; Commanding General III
Marine Expeditionary Force/3rd Marine
Division (retired 1991); and Trustee of 35
funds managed by the Adviser.

TERM TO EXPIRE IN 2002

James F. Carlin Chairman and CEO, Carlin Consolidated, 1994 400
(Age 60) Inc. (management/investments); Director,
Trustee Arbella Mutual (insurance), Health Plan
Services, Inc., Massachusetts Health and
Education Tax Exempt Trust, Flagship
Healthcare, Inc., Carlin Insurance Agency,
Inc., West Insurance Agency, Inc. (until
May 1995), Uno Restaurant Corp.; Chairman,
Massachusetts Board of Higher Education
(until July 1999); and Trustee of 35 funds
managed by the Adviser.

William H. Cunningham Chancellor, University of Texas System 1994 --
(Age 57) and former President of the University of
Trustee Texas, Austin, Texas; Lee Hage and Joseph
D. Jamail Regents Chair of Free Enterprise;
Director, LaQuinta Motor Inns, Inc. (hotel
management company) (1985-1998); Jefferson-
Pilot Corporation (diversified life
insurance company) and LBJ Foundation Board
(education foundation); Advisory Director,
Chase Bank (formerly Texas Commerce Bank -
Austin); and Trustee of 35 funds managed by
the Adviser.

TERM TO EXPIRE IN 2002

John P. Toolan Director, The Smith Barney Muni Bond 1994 10,000
(Age 70) Funds, The Smith Barney Tax-Free Money
Trustee Funds, Inc., Vantage Money Market Funds
(mutual funds), The Inefficient-Market
Fund, Inc. (closed-end investment
company) and Smith Barney Trust Company
of Florida; Chairman, Smith Barney Trust
Company (retired December, 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); and Trustee of 35
funds managed by the Adviser.

TERM TO EXPIRE IN 2003

*Maureen R. Ford President, Broker/Dealer Distributor, 2000 100
(Age 45) John Hancock Life Insurance Company; Vice
Trustee, Vice Chairman, Chairman, Director, President and Chief
President and Executive Officer, the Adviser and The
Chief Executive Officer Berkeley Group; Vice Chairman, Director
and Chief Executive Officer, John Hancock
Funds; Chairman, Director and President,
Insurance Agency, Inc.; Chairman, Director
and Chief Executive Officer, Sovereign
Asset Management Corporation (SAMCorp.);
Senior Vice President, MassMutual Insurance
Co. (until 1999); Senior Vice President,
Connecticut Mutual Insurance Co. (until
1996); and Trustee, Vice Chairman, President
and Chief Executive Officer of 69 funds
managed by the Adviser.

TERM TO EXPIRE IN 2003

Ronald R. Dion Chairman and Chief Executive Officer, 1998 100
(Age 54) R.M. Bradley & Co., Inc.; Director, The
Trustee New England Council and Massachusetts
Roundtable; Trustee, North Shore Medical
Center; Director, BJ's Wholesale Club,
Inc. and a corporator of the Eastern Bank;
Trustee, Emmanuel College; and Trustee of
35 funds managed by the Adviser.

Charles L. Ladner Chairman and Trustee, DunWoody Village, 1994 800
(Age 62) Inc.; Senior Vice President and Chief
Trustee Financial Officer, UGI Corporation (Public
Utility Holding Company) (retired 1998);
Vice President and Director for AmeriGas,
Inc. (retired 1998); Vice President of
AmeriGas Partners, L.P. (until 1997);
Director, EnergyNorth, Inc. (until 1995);
and Trustee of 35 funds managed by the
Adviser.

All Trustees and executive officers of the Fund as a group 14,471

* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the fund and the Adviser.
(1) The information as to beneficial ownership is based on statements
furnished to the fund by the Trustees. Except as otherwise noted, each
Trustee has all voting and investment powers with respect to the shares
indicated.
(2) None of the Trustees beneficially owned individually and the Trustees and
executive officers of the fund as a group did not beneficially own in
excess of one percent of the outstanding shares of the fund as of January
29, 2001.
(3) Includes 700 shares held by Mr. Pruchansky's spouse.

The Board of Trustees held four meetings during the fund's fiscal year
ended October 31, 2000. No Trustees attended fewer than 75% of the aggregate of
(1) the total number of meetings of the Trustees and (2) the total number of
meetings held by all committees of the Trustees on which they served.

The Board of Trustees has an Audit Committee consisting of Messrs. Carlin,
Dion and Pruchansky. All members of the 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
Audit Committee held four meetings during the fund's 2000 fiscal year. The Audit
Committee recommends to the full board the appointment of outside auditors for
the fund, oversees and monitors the audit of the fund, 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. The Audit Committee reports that it has (1) reviewed and discussed
the fund's audited financial statements with management; (2) discussed with the
independent auditors the matters relating to the quality of the fund's financial
reporting as required by SAS 61; (3) received written disclosures and an
independence letter from the independent auditors required by ISB Standard No.
1, and discussed with the auditors their independence; and (4), based on these
discussions, recommended to the Board that the fund's financial statements be
included in the fund's annual report for the last fiscal year.

The Board of Trustees has a special nominating committee known as the
Administration Committee. The Administration Committee members are Messrs.
Carlin, Cunningham, Dion, Ladner, Pruchansky, Smith and Toolan. All members of
the Administration Committee are Independent Trustees. The Administration
Committee held four meetings during the fund's 2000 fiscal year. The
Administration Committee selects and nominates for appointment and election
candidates to serve as Trustees who are not "interested persons." The
Administration Committee also coordinates with Trustees who are interested
persons in the selection and election of fund officers. The Administration
Committee will consider nominees recommended by shareholders to serve as
Trustees, provided that shareholders submit recommendations in compliance with
all of the pertinent provisions of Rule 14a-8 under the Securities Exchange Act
of 1934.

The Board of Trustees has a Contracts/Operations Committee. The
Contracts/Operations Committee members are Messrs. Cunningham and Ladner. All
members of the Contracts/Operations Committee are Independent Trustees. The
Contract/Operations Committee held five meetings during the fund's 2000 fiscal
year. The Contracts/Operations Committee oversees the initiation, operation and
renewal of the various contracts between the fund and other entities. These
contracts include advisory and subadvisory agreements, custodial and transfer
arrangements and arrangements with other service providers.

The Board of Trustees has an Investment Performance Committee. The
Investment Performance Committee members are Messrs. Smith and Toolan. All
members of the Investment Performance Committee are Independent Trustees. The
Investment Performance Committee held five meetings during the fund's 2000
fiscal year. The Investment Performance Committee monitors and analyzes the
performance of the fund generally, consults with the Adviser as necessary with
respect to matters considered to require special attention and reviews peer
groups and other comparative standards as necessary.

Compliance With Section 16(a) Reporting Requirements

Section 16(a) of the Securities Exchange Act of 1934 requires the fund's
executive officers, Trustees and persons who own more than ten percent of the
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 the 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 fund and
representations that no other reports were required to be filed, the fund
believes that during the past fiscal year its executive officers, Trustees and
10% Shareholders complied with all applicable Section 16(a) filing requirements.

Executive Officers

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

Name, (Age), Position and
Year Became an Executive Principal Occupation
Officer with the Fund During the Past Five Years
- --------------------- --------------------------

William L. Braman Executive Vice President and Chief Investment Officer,
(Age 47) each of the John Hancock funds and the Adviser;
Executive Vice President Executive Vice President and Chief Investment Officer,
and Chief Investment Officer Barring Asset Management, London, U.K. (until May 2000).
2000

Susan S. Newton Vice President and Secretary, each of the John Hancock
(Age 50) funds; Senior Vice President, Secretary and Chief Legal
Vice President and Secretary Officer, the Adviser, John Hancock Funds, The Berkeley
1994 Group and SAMCorp.

James J. Stokowski Vice President, Treasurer and Chief Accounting Officer,
(Age 54) each of the John Hancock funds; Vice President, the
Vice President, Treasurer Adviser.
and Chief Accounting Officer
1994

Thomas H. Connors Vice President and Compliance Officer, each of the John
(Age 41) Hancock funds and the Adviser; Vice President, John
Vice President Hancock Funds.
and Compliance Officer
1996

Remuneration of Trustees and Officers

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

Aggregate Total Compensation from all
Compensation Funds in John Hancock Fund
Independent Trustees From the Fund(1) Complex to Trustees(2)
- -------------------- ---------------- ----------------------
James F. Carlin $4,080 $72,000
William H. Cunningham* 4,085 72,100
Ronald R. Dion* 4,080 72,000
Charles L. Ladner 4,247 75,100
Steven R. Pruchansky* 4,243 75,000
Norman H. Smith* 4,405 78,000
John P. Toolan* 4,243 70,250
------- --------
Totals $29,383 $514,450

(1) Compensation is for fiscal year ended October 31, 2000.
(2) The total compensation paid by the John Hancock Fund Complex to the
Independent Trustees for the calendar year ended December 31, 2000. All
the Independent Trustees are Trustees of 35 funds in the John Hancock Fund
Complex.
* As of December 31, 2000, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for
Mr. Cunningham was $514,062, for Mr. Dion was $80,629, for Mr. Pruchansky
was $123,670, for Mr. Smith was $182,867 and for Mr. Toolan was $623,506
under the John Hancock Deferred Compensation Plan for Independent Trustees
(the "Plan"). Under the Plan, an Independent Trustee may elect to have his
or her 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 the fund to
retain the services of any Trustee or obligate the fund to pay any
particular level of compensation to the Trustee.

PROPOSAL 2

RATIFICATION OF SELECTION OF THE INDEPENDENT PUBLIC ACCOUNTANTS

The Trustees, including a majority of the Independent Trustees, have
selected Deloitte & Touche LLP ("Deloitte & Touche") to act as independent
public accountants for the fund's fiscal year ending October 31, 2001. The Fund
paid $36,450 in audit fees for the fiscal year ended October 31, 2000.

Deloitte & Touche has advised the fund that it has no direct or indirect
financial interest in the fund. This selection is subject to the approval by the
shareholders of the fund at the meeting. The enclosed proxy card provides space
for instructions directing the proxies named on the proxy 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 fund's
financial statements.

The Board of Trustees, including all the Independent Trustees, unanimously
recommends that shareholders ratify the selection of Deloitte & Touche as
independent public accountants of the fund for the fiscal year ending October
31, 2001.

Vote Required to Ratify the Selection of Independent Public Accountants

The approval of a "majority" (as described below) of the shares of the
fund is required to ratify the selection of Deloitte & Touche as the fund's
independent public accountants.

MISCELLANEOUS

Voting; Quorum; Adjournment

The affirmative vote of the holders of a plurality of the fund's shares
present in person or represented by proxy at the meeting, assuming a majority of
the outstanding shares is present, is required to elect the nominees. The
adoption by the fund shareholders of Proposal 2 requires the affirmative vote of
a majority of the shares. A majority of the fund's shares is defined as the
lesser of: (i) 67% or more of the shares present at the meeting, if the holders
of more than 50% of the shares are present or represented by proxy; or (ii) more
than 50% of the outstanding shares of the fund.

Shares represented in person or by proxy (including shares which abstain
or do not vote with respect to one or more of the proposals presented for
shareholder approval) will be counted for purposes of determining whether a
quorum is present at the meeting. Abstentions from voting will be treated as
shares that are present and entitled to vote for purposes of determining the
number of shares that are present and entitled to vote with respect to a
proposal, but will not be counted as a vote in favor of that proposal.
Accordingly, an abstention from voting has no effect on the voting in
determining whether Proposal 1 has been adopted but has the same effect as a
vote against Proposal 2.

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. If a broker or nominee holding
shares in "street name" nevertheless indicates on the proxy that it does not
have discretionary authority to vote on either proposal, those shares will not
be considered as present and entitled to vote as to that proposal. Accordingly,
a "broker non-vote" has no effect on the voting in determining whether Proposal
1 has been adopted and has no effect on the voting in determining whether
Proposal 2 has been adopted pursuant to item (i) above, provided that the
holders of more than 50% of the outstand ing shares (excluding the "broker
non-votes") are present or represented by proxy. However, with respect to
determining whether Proposal 2 has been adopted pursuant to item (ii) above,
because shares represented by a "broker non-vote" are considered outstanding
shares, a "broker non-vote" has the same effect as a vote against such proposal.

If at the time any session of the meeting is called to order and a quorum
is not present in person or by proxy, the persons named as proxies may vote
those proxies which have been received to adjourn the meeting to a later date.
In the event that a quorum is present at any meeting but sufficient votes in
favor of Proposal 2 or FOR the nominees set forth in Proposal 1 have not been
received, the persons named as proxies may propose one or more adjournments of
the meeting to permit further solicitation of proxies with respect to that
proposal. Any adjournment will require the affirmative vote of a majority of the
shares present in person or by proxy at the session of the meeting to be
adjourned. The persons named as proxies will vote those proxies which they are
entitled to vote in favor of any such proposal in favor of the adjournment and
will vote those proxies required to be voted against any such proposal against
the adjournment. A shareholder vote may be taken on one or more of the proposals
prior to the adjournment if sufficient votes for the proposal's approval have
been received and it is otherwise appropriate.

Expenses and Methods of Solicitation

The costs of the meeting, including the solicitation of proxies, will be
paid by the fund. Persons holding shares as nominees will be reimbursed by the
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 fund or of the fund's adviser may
solicit proxies in person or by telephone. John Hancock Advisers, Inc., 101
Huntington Avenue, Boston, Massachusetts 02199-7603, serves as the fund's
investment adviser and administrator. Corporate Investor Communications, Inc.
has been retained to assist in the solicitation of proxies at a cost of
approximately $6,000.

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. 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 it is
currently not aware of any challenge.

o A shareholder will be called on a recorded line at the telephone
number in the fund's 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 fund knows of no business to be brought before the
meeting except as mentioned above. If, however, any other matters were properly
to come before the meeting, the persons named on the enclosed proxy card intend
to vote on those matters in accordance with their best judgment. If any
shareholders desire additional information about the matters proposed for
action, the management will provide further information.

SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at the fund's annual
meeting to be held in 2002 must be received by the fund at its offices at 101
Huntington Avenue, Boston, Massachusetts, no later than October 10, 2001 for
inclusion in the fund's proxy statement of proxy relating to that meeting.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND

Dated: February 15, 2001

EXHIBIT A

AUDIT COMMITTEE CHARTER

For the John Hancock Funds

The Audit Committee shall be composed of Independent Trustees only. The
membership of the Committee shall consist of at least three trustees who are
each free of any relationship that, in the opinion of the Independent Trustees,
may interfere with such member's individual exercise of independent judgment.
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 the applicable rules of the New York Stock Exchange and American Stock
Exchange. One member of the Committee shall be appointed as chair. The chair
shall be responsible for leadership of the Committee, including scheduling and
presiding over meetings, preparing agendas and making regular reports to the
Independent Trustees. The Committee shall meet at least four times a year, or
more frequently as the Committee considers necessary. It shall be the
responsibility of the Committee to oversee the funds' auditing and accounting
process, recommend to the full Board of Trustees the appointment of auditors for
each of the funds, to monitor the audits of the funds, to communicate with both
the external auditors and internal auditors on a regular basis, and to provide a
conduit for such auditors to report and discuss any matters they deem
appropriate at any time. The Committee shall also perform other tasks assigned
to it, from time to time, by the Independent Trustees and, in all cases, will
report its findings and recommendations to the Independent Trustees or the
Committee on Administration.

The Committee's responsibilities include:

1. Recommending to the Board of Trustees the appointment of external auditors
for each fund annually through the selection, evaluation and, where
appropriate, replacement of the external auditor, and assuring that the
external auditors are ultimately accountable to the Audit Committee and
the Board of Trustees.

2. Meeting with the external auditors, the internal auditors, and the funds'
senior management to review the form and substance of the funds' financial
statements and reports.

3. Reviewing the funds' internal and external audit functions and the extent
and quality of the auditing program, including implementation of the Code
of Ethics.

4. Reviewing and discussing with the external auditors their objectivity,
independence and accountability by meeting with the external auditors at
least twice a year and receiving formal written statements from the
external auditors describing their reporting relationships with the audit
committee consistent with the Independent Standards Board Standard No. 1.

5. Recommending to the Board of Trustees that it take appropriate action to
satisfy itself of the external auditor's independence.

6. Reviewing any problems that may arise out of a fund's accounting, auditing
or financial reporting functions.

7. Reviewing the auditing and other fees charged by the external auditing
firms.

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

9. Reviewing operating and internal control structure of custodian banks and
transfer agents, including procedures to safeguard fund assets.

The Committee's job is one of oversight. Management is responsible for the
preparation of the Company's financial statements and the external auditors are
responsible for auditing those financial statements. The Committee and the Board
of Trustees recognize that management (including the internal audit staff) and
the external auditors have more resources and time and more detailed knowledge
and information regarding the Company's accounting, auditing, internal control
and financial reporting practices than the Committee does; accordingly, the
Committee's oversight role does not provide any expert or special assurance as
to the financial statements and other financial information provided by the
Company to its shareholders and others.

JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND

Annual Meeting of Shareholders
March 29, 2001

The undersigned holder of shares of beneficial interest of John Hancock Bank and
Thrift Opportunity Fund hereby appoints MAUREEN R. FORD, JAMES J. STOKOWSKI, 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 29, 2001 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 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 this 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.

HAS YOUR ADDRESS CHANGED?

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- --------------------------------------------------------------------------------
JOHN HANCOCK BANK AND THRIFT
OPPORTUNITY FUND
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Mark box at right if address change has
been noted on the reverse side of this card. _____

Please be sure to sign and date this proxy Date

Shareholder sign here Co-owner sign here

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES

1.) To elect the following nominees For All With- For all
to serve as Trustees of the Fund. Nominees hold Except

(01) Stephen L. Brown (03) Norman H. Smith ____ ____ ____
(02) Steven R. Pruchansky

Note: If you do not wish your shares voted "FOR" a particular nominee,
mark the "For All Except" box and strike a line through the name(s)
of the nominee(s). Your shares will be voted for the remaining
nominee(s).

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.

RECORD DATE SHARES: