SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOLONEY THOMAS E

(Last)

(First)

(Middle)

JOHN HANCOCK PLACE

PO BOX 111

(Street)

BOSTON

02117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HANCOCK JOHN FINANCIAL SERVICES INC [ JHF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Executive V.P. & CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/27/2004		F		91,340 ^{( 1 )}	D	$46.435	261,045	D
Common Stock	04/28/2004		D		261,045	D	$0 ^{( 2 )}	0	D
Common Stock	04/28/2004		D		1,047	D	$0 ^{( 3 )}	0	I	By Spouse
Common Stock	04/28/2004		D		6,783	D	$0 ^{( 4 )}	0	I	By Trust
Common Stock								0	I	By 401(k) ^{( 5 )}

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units ^{( 6 )}	$0 ^{( 7 )}	04/28/2004		D			15,110.3	^{( 8 )}	^{( 8 )}	Common Stock	15,110.3	$0 ^{( 9 )}	0	D
Employee Stock Option (right to buy)	$35.53	04/28/2004		D			450,000	^{( 10 )}	02/05/2006 ^{( 10 )}	Common Stock	450,000	$0 ^{( 10 )}	0	D
Employee Stock Option (right to buy)	$41.62	04/28/2004		D			250,000	^{( 11 )}	01/09/2007 ^{( 11 )}	Common Stock	250,000	$0 ^{( 11 )}	0	D
Employee Stock Option (right to buy)	$41.4	04/28/2004		D			131,250	^{( 12 )}	02/09/2009 ^{( 12 )}	Common Stock	131,250	$0 ^{( 12 )}	0	D

Explanation of Responses:

1. Shares withheld by the Company for the payment of tax liability incident to the vesting of shares of restricted stock.

2. Disposed pursuant to merger agreement between issuer and Manulife Financial Services in exchange for 309,416 shares of Manulife common stock having a market value of $37.10 per share on the effective date of the merger.

3. Disposed pursuant to merger agreement between issuer and Manulife Financial Services in exchange for 1,241 shares of Manulife common stock having a market value of $37.10 per share on the effective date of the merger.

4. Disposed pursuant to merger agreement between issuer and Manulife Financial Services in exchange for 8,039 shares of Manulife common stock having a market value of $37.10 per share on the effective date of the merger. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

5. The John Hancock 401(k) JHF Stock Fund was closed on March 30, 2004 in anticipation of the merger with Manulife Financial Services. All assets in the fund were sold and the proceeds reinvested into another fund option. Exempt pursuant to Rule 16b-3(c).

6. Deferred stock units, or DSUs, are obligations of the Company to pay deferred compensation in the future with a return on the amount of compensation deferred equal to the return that would occur if the deferred amount were used to purchase shares of the Company's common stock, including the reinvestment of cash dividends when paid into shares of common stock. DSUs are not convertible into another security of the Company and cannot be settled in or surrendered for shares of stock.

7. 1-for-1

8. DSUs are payable in cash upon separation unless a specific deferral date is designated.

9. Pursuant to merger agreement between issuer and Manulife Financial Services, these DSUs are deemed to be invested in 17,910 DSUs based on Manulife shares and have a value of $37.10 per DSU on the effective date of the merger.

10. Pursuant to merger agreement between issuer and Manulife Financial Services, this option was assumed by Manulife in the merger and replaced with an option to purchase 533,385 shares of Manulife common stock for $29.98 per share.

11. Pursuant to merger agreement between issuer and Manulife Financial Services, this option was assumed by Manulife in the merger and replaced with an option to purchase 296,325 shares of Manulife common stock for $35.11 per share.

12. Pursuant to merger agreement between issuer and Manulife Financial Services, this option was assumed by Manulife in the merger and replaced with an option to purchase 155,570 shares of Manulife common stock for $34.93 per share. This option vests in two equal annual installments beginning on February 9, 2005, which vesting is not affected by the merger.

Remarks:

	By: James R. Savage, Jr., Attorney-in-fact	04/30/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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