John Hancock Preferred Income Fund II.htm

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811- 21102

John Hancock Preferred Income Fund II
(Exact name of registrant as specified in charter)

601 Congress Street, Boston, Massachusetts 02210
(Address of principal executive offices) (Zip code)

Alfred P. Ouellette

Senior Attorney and Assistant Secretary

601 Congress Street

Boston, Massachusetts 02210

(Name and address of agent for service)

Registrant's telephone number, including area code: 617-663-4324

Date of fiscal year end:  July 31 

 

Date of reporting period: 

January 31, 2006 

ITEM 1. REPORT TO SHAREHOLDERS.



Table of contents 
Your fund at a glance 
page 1 
Managers’ report 
page 2 
Fund’s investments 
page 6 
Financial statements 
page 12 
For more information 
page 29 

To Our Shareholders,

After producing modest returns in 2005, the stock market started off strong in the first month of 2006. The major indexes all advanced and produced monthly returns that were already half as much as the market’s returns for all of 2005. For example, the Standard & Poor’s 500 Index returned 2.65% in January 2006, versus 4.91% last year in total. Investors were encouraged by solid corporate earnings, a slower-growing economy and stable infla-tion, which suggested the Federal Reserve could be coming close to the end of its 18-month campaign of rising interest rates.

Although a solid January has typically augured well for the rest of the year, it is anyone’s guess where the market will end 2006, especially given the wild cards of interest rate moves and record-high energy prices and their impact on corporate profits and the economy.

One thing we do know, however, is that the stock market’s pattern is one of extremes. Consider the last 10 years. From 1995 through 1999, we saw double-digit returns in excess of 20% per year, only to have 2000 through 2002 produce ever-increasing negative results, followed by another 20%-plus up year in 2004 and a less than 5% advance in 2005. Since 1926, the market, as measured by the Standard & Poor’s 500 Index, has produced average annual results of 10.4% . However, that “normal” return is rarely produced in any given year. In fact, calendar year returns of 8% to 12% have occurred only five times in the 80 years since 1926, according to Ibbotson Associates.

Although the past in no way predicts the future, we have learned at least one lesson from history: expect highs and lows in the short term, but always invest for the long term. Equally important: Work with your financial professional to maintain a diversified portfolio, spread out among not only different asset classes — stocks, bonds and cash — but also among various investment styles. It’s the best way we know of to benefit from, and weather, the market’s extremes.


Keith F. Hartstein,
President and Chief Executive Officer

This commentary reflects the CEO’s views as of January 31, 2006. They are
subject to change at any time.

YOUR FUND
AT A GLANCE

The Fund seeks to provide a high level of current income, consistent with preservation of capital, by investing in a diversified portfolio of securities that, in the opinion of the Adviser, may be undervalued relative to similar securities in the marketplace. Under normal market conditions, the Fund invests at least 80% of its assets in preferred stocks and other preferred securities.

Over the last six months

 * Preferred stocks started out the period on firm footing, but came
   under pressure later as the Treasury market faltered.

 * The Fund modestly lagged its Lipper peer group due to its preference
   for easily traded stocks, which suffered more when the preferred
   market came under pressure.
 
* Tax-advantaged preferred stocks were among the Fund’s best
   performers, while preferred holdings with yields below prevailing
   new issuance levels suffered.


The total returns for the Fund include all distributions reinvested. The performance data contained within this material represents past performance, which does not guarantee future results.

The yield at closing market price is calculated by dividing the current annualized distribution per share by the closing market price.

Top 10 issuers 
3.6%  Nexen, Inc. 
3.4%  DPL Capital Trust II 
3.0%  Interstate Power & Light Co. 
3.0%  FPC Capital 
2.9%  KN Capital Trust 
2.7%  MetLife, Inc. 
2.7%  Merrill Lynch & Co. 
2.6%  ING Groep N.V. 
2.5%  Fleet Capital 
2.4%  Telephone & Data Systems, Inc. 

As a percentage of net assets plus the value of preferred shares on January 31, 2006.

1

BY GREGORY K. PHELPS AND MARK T. MALONEY FOR THE PORTFOLIO
MANAGEMENT TEAM, SOVEREIGN ASSET MANAGEMENT LLC

MANAGERS’
REPORT

JOHN HANCOCK
Preferred Income Fund II

Preferred stocks — which are the primary emphasis of John Hancock Preferred Income Fund II — had somewhat of a rough go of it for the six-month period ended January 31, 2006. Preferreds started the period off well enough as investors showed a strong interest in the group. Their surge in popularity stemmed in part from a tax law enacted during President Bush’s first term which cut the tax rates on many dividends to 15% from as high as 38.6% . Also bolstering the preferred-stock segment was strong demand from investors seeking preferreds as a way to get better yields in a still-low interest rate environment and to find shelter from the volatile equity market. An aging baby boom population also fired up demand. Finally, a relatively healthy tone to the Treasury bond market provided additional steam for preferreds. Because preferreds make fixed payments in the form of dividends, their prices tend to follow those of U.S. Treasury securities. Even as short-term interest rates rose, long-term rates held steady.

“Preferred stocks...had some-
what of a rough go of it for
the six-month period ended
January 31, 2006.”

The tide turned, however, as October and early November proved to be a very challenging time for preferred stocks. A weakening Treasury market — caused by inflation fears and better-than-expected economic performance —coupled with a bout of profit taking put pressure on preferred-share prices and reversed the gains they enjoyed over the prior months. Also weighing on the share prices of already existing preferred stocks was a heavy new-issuance calendar. As interest rates rose, newly issued preferred stocks came to market with higher yields than older securities, making older issues worth less and putting pressure on their prices. An improved tone in the Treasury market helped preferreds regain some of their footing in December, although they weren’t able to fully overcome their autumnal decline. And while the Treasury market sagged again in January amid renewed interest rate and inflation worries, preferreds recovered further, buoyed by a favorable supply and demand backdrop.

2


Performance

For the six months ended January 31, 2006, John Hancock Preferred Income Fund II returned –0.42% at net asset value and 0.47% at market value. The difference in the Fund’s net asset value (NAV) performance and its market performance stems from the fact that the market share price is subject to the dynamics of secondary market trading, which could cause it to trade at a discount or premium to the Fund’s NAV share price at any time. By comparison, the average income and preferred stock closed-end fund returned 1.70% at net asset value, according to Lipper, Inc.

The main reason for the Fund’s lag relative to its Lipper peer group stemmed primarily from security selection, with our preference for more liquid securities detracting from performance. When the preferred stock market sold off, it was the more liquid, or easily traded, securities that led the decline. The Dow Jones Utility Average — which tracks the performance of 15 electric and natural gas utilities — returned 5.79%, outpacing the broader stock market, as measured by the Standard & Poor’s 500 Index’s return of 4.68% .

“...some of the better performers
were those with a certain tax ad-
vantage...known as the dividends
received deduction (DRD).”

Preferred-stock holdings: leaders and laggards

Among our preferred-stock holdings, some of the better performers were those with a certain tax advantage for corporations known as the dividends received deduction (DRD). As mentioned earlier, the demand for tax-advantaged investments was strong overall, and particularly for DRD-eligible securities. At the same time, new DRD issuance was light compared with other preferred stocks. The DRD tax advantage, coupled with the strong fundamental performance of the underlying issuer, helped boost our holdings in insurance giant MetLife, Inc. Another strong contributor was Goldman Sachs Group, Inc., one of Wall Street’s premier brokerage and investment banking firms. Like MetLife, our holdings in Goldman Sachs were helped by the company’s strong fundamental performance, as well as the preferred stock’s relatively high coupon, which helped cushion it as the market declined. Another winner was

3

Industry 
distribution1 
Electric 
utilities — 19% 
Multi-utilities 
& unregulated 
power — 16% 
Diversified 
banks — 9% 
Investment banking 
& brokerage — 9% 
Diversified financial 
services — 7% 
Oil & gas exploration 
& production — 5% 
Gas utilities — 5% 
Real estate 
investment 
trusts — 4% 
Integrated 
telecommunication 
services — 4% 
Life & health 
insurance — 4% 
Multi-line 
insurance — 3% 
Regional 
banks — 3% 
Consumer 
finance — 3% 
All others — 8% 

Southern California Edison Co., which did well thanks to its DRD-eligibility, its attractive coupon and the strengthening fundamentals of the company.

Detracting from performance were some holdings where new issue supply became a factor. Public Storage, Inc., ING Groep N.V. and Royal Bank of Scotland Group Plc all brought new preferred stocks to the marketplace during the period, which suppressed demand for those companies’ existing lower-yielding preferred stock issues. Additionally, investments in the preferred stocks of General Motors Corp. and Ford Motor Co. detracted from performance in light of concerns about the ongoing profitability of the U.S. auto industry and their bonds’ credit quality falling to below investment grade. Despite their recent travails, we continued to maintain our stake in the two automakers because we like the attractive yields their bonds and preferred stocks offer and believe the companies are taking positive steps to address their problems, including cutting costs and reducing production.


Outlook

We’re cautiously optimistic. In our view, there are a number of factors to suggest that we’re at or near the end of the current cycle of interest rate hikes. The Treasury yield curve — a commonly used, although not entirely foolproof, economic forecasting tool that plots differences between yields on long- and short-term Treasuries — was quite flat at the end of period. That means that short-term and long-term yields were roughly the same, indicating that investors are nervous about near-term bets and so are demanding relatively more

4


return on them. Other things suggest that the Federal Reserve Board may only raise short-term interest rates one or two more times, if at all, including the fact that inflation is seemingly anchored. If interest rates do stabilize, preferred stocks are likely to benefit. We also believe that long-term demand for dividend-paying securities, including preferred stocks, will provide a strong underpinning for them in the coming year. The first wave of baby boomers hit 60 years old in January 2006, an event we expect to further fuel demand for income-producing investments.

“...there are a number of factors to
suggest that we’re at or near the
end of the current cycle of interest
rate hikes.”

This commentary reflects the views of the portfolio management team through the end of the Fund’s period discussed in this report. The team’s statements reflect its own opinions. As such they are in no way guarantees of future events, and are not intended to be used as investment advice or a recommendation regarding any specific security. They are also subject to change at any time as market and other conditions warrant.

The Fund normally will invest at least 25% of its managed assets in securities of companies in the utilities industry. Such an investment concentration makes the Fund more susceptible than a more broadly diversified fund to factors adversely affecting the utilities industry. Sector investing is subject to greater risks than the market as a whole.

1 As a percentage of the Fund’s portfolio on January 31, 2006.

5

F I N A N C I A L   S TAT E M E N T S

FUND’S
INVESTMENTS

Securities owned
by the Fund on
January 31, 2006
(unaudited)

This schedule is divided into five main categories: bonds, capital preferred securities, common stocks, preferred stocks and short-term investments. Bonds, capital preferred securities, common stocks and preferred stocks are further broken down by industry group. Short-term investments, which represent the Fund’s cash position, are listed last.

  Interest  Maturity  Credit  Par value   
Issuer, description  rate  date  rating (A)  (000)  Value 
Bonds 1.89%          $9,773,605 
(Cost $9,968,405)           


Electric Utilities 1.89% 

        9,773,605 
Black Hills Corp.,           
Note  6.500%  05-15-13  BBB–  $5,000  5,076,640 
Entergy Gulf States, Inc.,           
1st Mtg Bond  6.200  07-01-33  BBB+  5,000  4,696,965 
 
      Credit  Par value   
Issuer, description, maturity date      rating (A)  (000)  Value 

Capital preferred securities 19.07%  		        $98,723,525 
(Cost $91,567,459)           

Asset Management & Custody Banks 0.96%  		      4,982,625 
BNY Capital, 7.97%, Ser B, 12-31-26      A–  $4,700  4,982,625 

Diversified Banks 0.78%  		        4,055,200 
Lloyds TSB Bank Plc, 6.90%, 11-29-49           
(United Kingdom)      A+  4,000  4,055,200 

Diversified Financial Services 2.44%  		        12,639,372 
JPM Capital Trust I, 7.54%, 01-15-27      A–  12,000  12,639,372 
Electric Utilities 5.05%          26,137,000 
DPL Capital Trust II, 8.125%, 09-01-31      B+  22,150  26,137,000 

Gas Utilities 4.35%  		        22,504,143 
KN Capital Trust I, 8.56%, Ser B, 04-15-27      BB+  10,000  10,675,780 
KN Capital Trust III, 7.63%, 04-15-28      BB+  10,673  11,828,363 

Integrated Telecommunication Services 1.93%  		      9,964,758 
TCI Communications Financing Trust III,           
9.65%, 03-31-27      BB+  9,243  9,964,758 

See notes to
financial statements.

6

F I N A N C I A L   S TAT E M E N T S

  Credit  Par value   
Issuer, description, maturity date  rating (A)  (000)  Value 
 
Multi-Utilities & Unregulated Power 2.88%      $14,926,762 
Dominion Resources Capital I,       
7.83%, 12-01-27  BBB–  $8,450  9,017,282 
Dominion Resources Capital III,       
8.40%, 01-15-31  BBB–  5,000  5,909,480 

Regional Banks 0.68%  		    3,513,665 
Summit Capital Trust I, 8.40%,       
Ser B, 03-15-27  A  3,300  3,513,665 
 
Issuer    Shares  Value 
Common stocks 3.72%      $19,256,008 
(Cost $15,848,495)       

Electric Utilities 0.47%  		    2,444,400 
Scottish Power Plc, American Depositary Receipt (ADR)       
(United Kingdom)    60,000  2,444,400 

Multi-Utilities & Unregulated Power 3.25%  		    16,811,608 
Alliant Energy Corp.    220,000  6,525,200 
CH Energy Group, Inc.    40,000  1,876,000 
DTE Energy Co.    98,790  4,168,938 
KeySpan Corp.    118,081  4,241,470 
 
  Credit     
Issuer, description  rating (A)  Shares  Value 
Preferred stocks 120.88%      $625,816,748 
(Cost $627,729,489)       

Agricultural Products 2.55%  		    13,225,008 
Ocean Spray Cranberries, Inc., 6.25%, Ser A (S)  BB+  160,000  13,225,008 

Asset Management & Custody Banks 0.19%  		    969,600 
BNY Capital V, 5.95%, Ser F  A–  40,000  969,600 
Automobile Manufacturers 2.78%      14,380,292 
Ford Motor Co., 7.50%  BB+  50,000  872,500 
General Motors Corp., 7.25%, Ser 04-15-41  B  87,900  1,382,667 
General Motors Corp., 7.25%, Ser 07-15-41  B  233,500  3,684,630 
General Motors Corp., 7.25%, Ser 02-15-52  B  447,300  6,986,826 
General Motors Corp., 7.375%, Ser 10-01-51  B  91,025  1,453,669 

Consumer Finance 3.78%  		    19,570,447 
CIT Group, Inc., 6.35%, Ser A  BBB+  60,000  1,581,600 
Ford Motor Credit Co., 7.375%  BBB–  30,000  618,000 

See notes to
financial statements.

7

F I N A N C I A L   S TAT E M E N T S

  Credit     
Issuer, description  rating (A)  Shares  Value 

Consumer Finance (continued)  		     
Ford Motor Credit Co., 7.60%  Baa3  100,000  $2,136,000 
HSBC Finance Corp., 6.00%  A  72,200  1,765,290 
HSBC Finance Corp., 6.36%, Depositary Shares, Ser B  BBB+  143,200  3,730,360 
HSBC Finance Corp., 6.875%  A  349,100  8,926,487 
SLM Corp., 6.00%  A  33,500  812,710 

Diversified Banks 13.13%  		    67,988,505 
BAC Capital Trust IV, 5.875%  A  51,150  1,240,388 
Comerica Capital Trust I, 7.60%  BBB+  120,400  3,055,752 
Fleet Capital Trust VII, 7.20%  A  459,900  11,681,460 
Fleet Capital Trust VIII, 7.20%  A  310,000  7,920,500 
HSBC Holdings Plc, 6.20%, Ser A (United Kingdom)  A–  249,600  6,212,544 
Republic New York Corp., 6.25%, Ser HSBC  A  50,000  1,220,000 
Royal Bank of Scotland Group Plc, 5.75%, Ser L       
(United Kingdom)  A  475,500  11,335,920 
Santander Finance Preferred S.A., Unipersonal, 6.41%,       
Ser 1 (Spain)  BBB+  225,000  5,701,500 
USB Capital III, 7.75%  A  134,300  3,383,017 
USB Capital IV, 7.35%  A  152,800  3,858,200 
USB Capital V, 7.25%  A  252,000  6,433,560 
USB Capital VIII, 6.35%, Ser 1  A  38,400  958,080 
Wells Fargo Capital Trust IV, 7.00%  A  140,800  3,587,584 
Wells Fargo Capital Trust VI, 6.95%  A–  50,000  1,278,000 
Wells Fargo Capital Trust VII, 5.85%  A  5,000  122,000 

Diversified Financial Services 7.56%  		    39,135,582 
ABN AMRO Capital Funding Trust V, 5.90%  A  338,600  8,248,296 
ABN AMRO Capital Funding Trust VII, 6.08%  A  336,000  8,309,280 
Citigroup Capital IX, 6.00%  A  40,000  987,600 
Citigroup Capital VII, 7.125%  A  113,700  2,905,035 
Citigroup Capital VIII, 6.95%  A  379,000  9,619,020 
General Electric Capital Corp., 6.10%  AAA  22,863  577,291 
JPMorgan Chase Capital IX, 7.50%, Ser I  A–  73,800  1,856,070 
JPMorgan Chase Capital X, 7.00%, Ser J  A1  259,000  6,632,990 

Electric Utilities 21.03%  		    108,858,401 
Boston Edison Co., 4.78%  BBB+  15,143  1,358,327 
Cleveland Electric Financing Trust I, 9.00%  BB  210,000  5,462,100 
Entergy Mississippi, Inc., 7.25%  A–  109,000  2,801,300 
FPC Capital I, 7.10%, Ser A  BB+  564,603  14,318,332 
FPL Group Capital Trust I, 5.875%  BBB+  436,800  10,526,880 

See notes to
financial statements.

8

F I N A N C I A L   S TAT E M E N T S

  Credit     
Issuer, description  rating (A)  Shares  Value 

Electric Utilities (continued)  		     
FPL Group, Inc., 8.00%, Conv  A–  140,000  $8,708,000 
Georgia Power Capital Trust V, 7.125%  BBB+  232,300  5,923,650 
Georgia Power Capital Trust VII, 5.875%  BBB+  116,500  2,806,485 
Great Plains Energy, Inc., 8.00%, Conv  BBB–  559,100  13,977,500 
HECO Capital Trust III, 6.50%  BBB–  120,000  3,048,000 
Interstate Power & Light Co., 8.375%, Ser B  BBB–  700,000  23,100,000 
Northern States Power Co., 8.00%  BBB–  175,800  4,570,800 
NVP Capital III, 7.75%  CCC+  108,500  2,733,115 
Southern California Edison Co., 6.125%  BBB–  10,000  1,011,875 
Southern Co. Capital Trust VI, 7.125%  BBB+  30,000  780,300 
Virginia Power Capital Trust, 7.375%  BBB–  304,519  7,731,737 

Gas Utilities 2.86%  		    14,813,224 
AGL Capital Trust II, 8.00%  BBB  41,000  1,033,200 
Southern Union Co., 7.55%  BB+  209,500  5,520,325 
Southwest Gas Capital II, 7.70%  BB  257,900  6,824,034 
Vectren Utility Holdings, Inc., 7.25%  A–  56,500  1,435,665 

Hotels, Resorts & Cruise Lines 0.62%  		    3,212,500 
Hilton Hotels Corp., 8.00%  BBB–  125,000  3,212,500 

Integrated Telecommunication Services 4.30%  		    22,272,694 
Telephone & Data Systems, Inc., 6.625%  A–  155,000  3,478,200 
Telephone & Data Systems, Inc., 7.60%, Ser A  A–  605,967  14,943,146 
Verizon New England, Inc., 7.00%, Ser B  A2  150,150  3,851,348 

Investment Banking & Brokerage 12.97%  		    67,122,017 
Bear Stearns Cos., Inc. (The), 6.15%, Depositary Shares, Ser E  BBB  248,600  12,554,300 
Goldman Sachs Group, Inc., 6.20%, Ser B  A–  140,000  3,614,800 
Lehman Brothers Holdings Capital Trust III, 6.375%, Ser K  BBB+  175,000  4,387,250 
Lehman Brothers Holdings Capital Trust V, 6.00%, Ser M  A–  50,000  1,218,000 
Lehman Brothers Holdings, Inc., 5.94%, Depositary Shares, Ser C  A–  145,200  7,515,552 
Merrill Lynch Preferred Capital Trust III, 7.00%  A–  360,400  9,255,072 
Merrill Lynch Preferred Capital Trust IV, 7.12%  A–  167,400  4,320,594 
Merrill Lynch Preferred Capital Trust V, 7.28%  A–  273,200  7,144,180 
Morgan Stanley Capital Trust II, 7.25%  A–  35,000  882,000 
Morgan Stanley Capital Trust III, 6.25%  A–  248,779  6,144,841 
Morgan Stanley Capital Trust IV, 6.25%  A–  57,000  1,401,630 
Morgan Stanley Capital Trust V, 5.75%  A1  311,500  7,189,420 
Morgan Stanley Capital Trust VI, 6.60%  A–  60,000  1,494,378 

See notes to
financial statements.

9

F I N A N C I A L   S TAT E M E N T S

  Credit     
Issuer, description  rating (A)  Shares  Value 

Life & Health Insurance 5.97%  		    $30,925,346 
MetLife, Inc., 6.375%, Ser B, Conv  BBB+  8,390  230,725 
MetLife, Inc., 6.50%, Ser B  BBB  799,550  20,988,188 
PLC Capital Trust IV, 7.25%  BBB+  331,075  8,475,520 
Prudential Plc, 6.50% (United Kingdom)  A  48,807  1,230,913 

Multi-Line Insurance 4.58%  		    23,736,025 
AEGON N.V., 6.375% (Netherlands)  A–  150,000  3,787,500 
ING Groep N.V., 7.05% (Netherlands)  A  774,700  19,948,525 

Multi-Utilities & Unregulated Power 17.87%  		    92,489,228 
Baltimore Gas & Electric Co., 6.99%, Ser 1995  Baa1  39,870  4,157,695 
BGE Capital Trust II, 6.20%  BBB–  545,000  13,521,450 
Consumers Energy Co. Financing IV, 9.00%  Ba2  217,000  5,533,500 
Dominion CNG Capital Trust I, 7.80%  BBB–  150,000  3,787,500 
DTE Energy Trust I, 7.80%  BB+  253,000  6,426,200 
Energy East Capital Trust I, 8.25%  BBB–  424,800  10,747,440 
ONEOK, Inc., 8.50%, Conv  BBB  470,000  16,036,400 
PSEG Funding Trust II, 8.75%  BB+  680,000  18,054,000 
Public Service Electric & Gas Co., 4.18%, Ser B  BB+  7,900  626,865 
Puget Sound Energy Capital Trust II, 8.40%  BB  232,060  5,905,927 
South Carolina Electric & Gas Co., 6.52%  Baa1  15,000  1,517,813 
TECO Capital Trust I, 8.50%  B  245,212  6,174,438 

Oil & Gas Exploration & Production 7.60%  		    39,330,358 
Anadarko Petroleum Corp., 5.46%, Depositary Shares, Ser B  BBB–  62,000  6,110,875 
Apache Corp., 5.68%, Depositary Shares, Ser B  BBB  25,000  2,491,407 
Devon Energy Corp., 6.49%, Ser A  BB+  32,355  3,313,356 
Nexen, Inc., 7.35% (Canada)  BB+  1,068,800  27,414,720 

Real Estate Investment Trusts 6.61%  		    34,236,523 
Duke Realty Corp., 6.50%, Depositary Shares, Ser K  BBB  110,000  2,668,600 
Duke Realty Corp., 6.60%, Depositary Shares, Ser L  BBB  109,840  2,696,572 
Duke Realty Corp., 6.625%, Depositary, Shares, Ser J  BBB  449,400  11,046,252 
Duke Realty Corp., 7.99%, Depositary Shares, Ser B  BBB  10,650  534,830 
Kimco Realty Co., 6.65%, Depositary Shares, Ser F  BBB+  37,030  935,748 
Public Storage, Inc., 6.45%, Depositary Shares, Ser X  BBB+  30,000  712,500 
Public Storage, Inc., 7.50%, Depositary Shares, Ser V  BBB+  307,100  7,895,541 
Public Storage, Inc., 8.00%, Depositary Shares, Ser R  BBB+  304,500  7,746,480 

Regional Banks 3.49%  		    18,071,847 
PFGI Capital Corp., 7.75%  A–  686,000  18,071,847 

See notes to
financial statements.

10

F I N A N C I A L   S TAT E M E N T S

    Credit     
Issuer, description    rating (A)  Shares  Value 

Reinsurance 0.17%  		      $876,000 
RenaissanceRe Holdings Ltd., 6.08%, Ser C (Bermuda)  BBB  40,000  876,000 

Thrifts & Mortgage Finance 2.04%  		      10,582,966 
Abbey National Plc, 7.25% (United Kingdom)    A–  275,620  6,923,574 
Abbey National Plc, 7.375% (United Kingdom)    A–  140,800  3,659,392 

Wireless Telecommunication Services 0.78%  		      4,020,185 
United States Cellular, 7.50%    A–  165,100  4,020,185 
 
  Maturity  Credit  Par value   
Issuer, description  date  rating (A)  (000)  Value 
Short-term investments 2.11%        $10,900,000 
(Cost $10,900,000)         

Government U.S. Agency 2.11%  		      10,900,000 
Federal Home Loan Bank,         
Disc Note  02-01-06  AAA  $10,900  10,900,000 
Total investments 147.67%        $764,469,886 
 
Other assets and liabilities, net 1.41%        $7,307,182 
 
Fund preferred shares and accrued dividends (49.08%)      ($254,081,049) 
 
Total net assets 100.00%        $517,696,019 

(A) Credit ratings are unaudited and are rated by Moody’s Investors Service where Standard & Poor’s ratings are not available.

(S) This security is exempt from registration under Rule 144A of the Securities Act of 1933. Such securities may be resold, normally to qualified institutional buyers, in transactions exempt from registration. Rule 144A securities amounted to $13,225,008 or 2.55% of the Fund’s net assets as of January 31, 2006.

Parenthetical disclosure of a foreign country in the security description represents country of a foreign issuer; however, security is U.S. dollar-denominated.

The percentage shown for each investment category is the total value of that category as a percentage of the net assets of the Fund.

See notes to
financial statements.

11

F I N A N C I A L   S TAT E M E N T S

ASSETS AND
LIABILITIES

January 31, 2006
(unaudited)

This Statement
of Assets and
Liabilities is the
Fund’s balance
sheet. It shows
the value of
what the Fund
owns, is due
and owes. You’ll
also find the net
asset value for each
common share.

Assets   
Investments at value (cost $756,013,848)  $764,469,886 
Cash  88,945 
Dividends and interest receivable  4,103,124 
Receivable for swap contracts  198,935 
Unrealized appreciation of swap contracts  3,284,472 
Other assets  47,131 
Total assets  772,192,493 
Liabilities   
Payable to affiliates   
Management fees  11,623 
Other  24,890 
Other payables and accrued expenses  378,912 
Total liabilities  415,425 
Auction Preferred Shares (APS) including accrued   
dividends, unlimited number of shares of beneficial   
interest authorized with no par value, 10,160 shares   
issued, liquidation preference of $25,000 per share  254,081,049 
Net assets   
Common shares capital paid-in  498,932,024 
Accumulated net realized gain on investments,   
financial futures contracts and swap contracts  6,150,621 
Net unrealized appreciation of investments   
and swap contracts  11,740,510 
Accumulated net investment income  872,864 
Net assets applicable to common shares  $517,696,019 
Net asset value per common share   
Based on 21,059,736 shares of beneficial interest   
outstanding — unlimited number of shares   
authorized with no par value  $24.58 

See notes to
financial statements.

12

F I N A N C I A L   S TAT E M E N T S

OPERATIONS

For the period ended
January 31, 2006
(unaudited)1

This Statement
of Operations
summarizes the
Fund’s investment
income earned and
expenses incurred
in operating the
Fund. It also
shows net gains
(losses) for the
period stated.

Investment income   
Dividends  $23,160,248 
Interest  4,097,342 
Total investment income  27,257,590 
Expenses   
Investment management fees  2,955,563 
APS auction fees  365,509 
Accounting and legal services fees  98,519 
Custodian fees  72,111 
Printing  49,382 
Trustees’ fees  42,650 
Professional fees  25,376 
Transfer agent fees  18,401 
Registration and filing fees  12,989 
Compliance fees  2,588 
Interest  1,079 
Total expenses  3,644,167 
Less expense reductions  (788,150) 
Net expenses  2,856,017 
Net investment income  24,401,573 
Realized and unrealized gain (loss)   
Net realized gain on   
Investments  6,320,508 
Financial futures contracts  1,306,486 
Swap contracts  451,349 
Change in net unrealized appreciation (depreciation) of   
Investments  (31,767,143) 
Financial futures contracts  (475,532) 
Swap contracts  95,993 
Net realized and unrealized loss  (24,068,339) 
Distributions to APS  (4,825,326) 
Decrease in net assets from operations  ($4,492,092) 

1 Semiannual period from 8-1-05 through 1-31-06.

See notes to
financial statements.

13

F I N A N C I A L   S TAT E M E N T S

CHANGES IN
NET ASSETS

These Statements
of Changes in Net
Assets show how
the value of the
Fund’s net assets
has changed
during the last
two periods. The
difference reflects
earnings less
expenses, any
investment
gains and losses,
and distributions,
if any, paid to
shareholders.

  Year  Period 
  ended  ended 
  7-31-05  1-31-061 
Increase (decrease) in net assets     
From operations     
Net investment income  $49,115,595  $24,401,573 
Net realized gain  2,431,031  8,078,343 
Change in net unrealized     
appreciation (depreciation)  21,865,207  (32,146,682) 
Distributions to APS  (6,222,877)  (4,825,326) 
Increase (decrease) in net assets     
resulting from operations  67,188,956  (4,492,092) 
Distributions to common shareholders     
From net investment income  (42,330,069)  (19,585,555) 
From net realized gain  —  (6,280,224) 
  (42,330,069)  (25,865,779) 
Net assets     
Beginning of period  523,195,003  548,053,890 
End of period2  $548,053,890  $517,696,019 

1 Semiannual period from 8-1-05 through 1-31-06. Unaudited.
2 Includes accumulated net investment income of $882,172 and $872,864 respectively.

See notes to
financial statements.

14

F I N A N C I A L   H I G H L I G H T S

FINANCIAL
HIGHLIGHTS

COMMON SHARES

The Financial Highlights show how the Fund’s net asset value for a
share has changed since the end of the previous period.

Period ended  7-31-031  7-31-04                     7-31-05                     1-31-062             
Per share operating performance         
Net asset value,         
beginning of period  $23.883  $25.22  $24.84  $26.02 
Net investment income4  1.30  2.31  2.33  1.16 
Net realized and unrealized         
gain (loss) on investments  1.55  (0.17)  1.16  (1.14) 
 
Distributions to APS  (0.08)  (0.14)  (0.30)  (0.23) 
Total from investment operations  2.77  2.00  3.19  (0.21) 
Less distributions to common shareholders         
From net investment income  (1.26)  (2.16)  (2.01)  (0.93) 
From net realized gain  —  (0.22)  —  (0.30) 
  (1.26)  (2.38)  (2.01)  (1.23) 
Capital charges         
Offering costs related to common shares  (0.03)  —  —  — 
Offering costs and underwriting         
discounts related to APS  (0.14)  —  —  — 
  (0.17)  —  —  — 
Net asset value, end of period  $25.22  $24.84  $26.02  $24.58 
Per share market value, end of period  $24.51  $24.35  $23.67  $22.56 
Total return at market value5,6  1.787,8  9.17  5.55  0.478 
Ratios and supplemental data         
Net assets applicable to common shares,         
end of period (in millions)  $531  $523  $548  $518 
Ratio of expenses to average net assets9 (%)  1.0110  1.07  1.09  1.0710 
Ratio of adjusted expenses         
to average net assets11 (%)  1.2810  1.37  1.38  1.3710 
Ratio of net investment income         
to average net assets12 (%)  7.8410  9.11  9.08  9.1710 
Portfolio turnover (%)  147  14  15  6 
Senior securities         
Total value of APS outstanding (in millions)  $254  $254  $254  $254 
Involuntary liquidation preference         
per unit (in thousands)  $25  $25  $25  $25 
Average market value per unit (in thousands)  $25  $25  $25  $25 
Asset coverage per unit13  $78,821  $75,218  $78,290  $75,294 

See notes to
financial statements.

15

F I N A N C I A L   H I G H L I G H T S

Notes to Financial Highlights

1Inception period from 11-29-02 through 7-31-03.

2Semiannual period from 8-1-05 through 1-31-06. Unaudited.

3Reflects the deduction of a $1.125 per share sales load.

4Based on the average of the shares outstanding.

5Assumes dividend reinvestment.

6Total returns would have been lower had certain expenses not been reduced during the periods shown.

7Assumes dividend reinvestment and a purchase at the offering price of $25.00 per share on the inception date
and a sale at the current market price on the last day of the period.

8Not annualized.

9Ratios calculated on the basis of expenses relative to the average net assets of common shares. Without the
exclusion of preferred shares, the annualized ratios of expenses would have been 0.74%, 0.73%, 0.74% and
0.72%, respectively.

10Annualized.

11Ratios calculated on the basis of expenses relative to the average net assets of common shares that do not take
into consideration expense reductions during the periods shown. Without the exclusion of preferred shares, the
annualized adjusted ratios of expenses would have been 0.94%, 0.93%, 0.94% and 0.92%, respectively.

12Ratios calculated on the basis of net investment income relative to the average net assets of common shares.
Without the exclusion of preferred shares, the annualized ratios of net investment income would have been
5.71%, 6.17%, 6.18% and 6.19%, respectively.

13Calculated by subtracting the Fund’s total liabilities from the Fund’s total assets and dividing that amount by the
number of APS outstanding as of the applicable 1940 Act Evaluation Date, which may differ from the financial
reporting date.

See notes to
financial statements.

16

NOTES TO
STATEMENTS

Unaudited

Note A
Accounting policies

John Hancock Preferred Income Fund II (the “Fund”) is a diversi-fied closed-end management investment company registered under the Investment Company Act of 1940.

Significant accounting policies
of the Fund are as follows:

Valuation of investments

Securities in the Fund’s portfolio are valued on the basis of market quotations, valuations provided by independent pricing services or at fair value as determined in good faith in accordance with procedures approved by the Trustees. Short-term debt investments which have a remaining maturity of 60 days or less may be valued at amortized cost, which approximates market value. The Fund determines the net asset value of the common shares each business day.

Investment transactions

Investment transactions are recorded as of the date of purchase, sale or maturity. Net realized gains and losses on sales of investments are determined on the identified cost basis.

Discount and premium
on securities

The Fund accretes discount and amortizes premium from par value on securities from either the date of issue or the date of purchase over the life of the security.

Expenses

The majority of the expenses are directly identifiable to an individual fund. Expenses that are not readily identifiable to a specific fund will be allocated in such a manner as deemed equitable, taking into consideration, among other things, the nature and type of expense and the relative sizes of the funds.

Financial futures contracts

The Fund may buy and sell finan-cial futures contracts. Buying futures tends to increase the Fund’s exposure to the underlying instrument. Selling futures tends to decrease the Fund’s exposure to the underlying instrument or hedge other Fund’s instruments. At the time the Fund enters into financial futures contracts, it is required to deposit with its custodian a specified amount of cash or U.S. government securities, known as “initial margin,” equal to a certain percentage of the value of the financial futures contract being traded. Each day, the futures contract is valued at the official settlement price of the board of trade or U.S. commodities exchange on which it trades. Subsequent payments to and from the broker, known as “variation margin,” are made on a daily basis as the market price of the financial futures contract fluctuates. Daily variation margin adjustments arising from this “mark to market” are recorded by the Fund as unrealized gains or losses.

17

When the contracts are closed, the Fund recognizes a gain or loss. Risks of entering into financial futures contracts include the possibility that there may be an illiquid market and/or that a change in the value of the contracts may not correlate with changes in the value of the underlying securities. In addition, the Fund could be prevented from opening or realizing the benefits of closing out financial futures positions because of position limits or limits on daily price fluctuation imposed by an exchange.

For federal income tax purposes, the amount, character and timing of the Fund’s gains and/or losses can be affected as a result of financial futures contracts.

The Fund had no outstanding financial futures contracts open on January 31, 2006.

Swap contracts

The Fund may enter into swap transactions in order to hedge the value of the Fund’s portfolio against interest rate fluctuations or to enhance the Fund’s income. Interest rate swaps represent an agreement between two counterparties to exchange cash flows based on the difference in the two interest rates, applied to the notional principal amount for a specified period. The payment flows are usually netted against each other, with the difference being paid by one party to the other. The Fund settles accrued net receivable or payable under the swap contracts on a periodic basis.

The Fund records changes in the value of the swaps as unrealized gains or losses on swap contracts. Accrued interest receivable or payable on the swap contracts is recorded as realized gain (loss).

Swap contracts are subject to risks related to the coun-terparty’s ability to perform under the contract, and may decline in value if the coun-terparty’s creditworthiness deteriorates. The risks may arise from unanticipated movement in interest rates. The Fund may also suffer losses if it is unable to terminate outstanding swap contracts or reduce its exposure through offsetting transactions.

The Fund had the following interest rate swap contracts open on January 31, 2006: 
 
  RATE TYPE     
    PAYMENTS     
NOTIONAL  PAYMENTS MADE  RECEIVED  TERMINATION   
AMOUNT  BY FUND  BY FUND  DATE  APPRECIATION 
$63,500,000  2.56% (a)  3-month LIBOR  June 08  $3,284,472 
 
(a) Fixed rate         

Federal income taxes

The Fund qualifies as a “regulated investment company” by complying with the applicable provisions of the Internal Revenue Code and will not be subject to federal income tax on taxable income that is distributed to shareholders. Therefore, no federal income tax provision is required.

Dividends, interest and distributions

Dividend income on investment securities is recorded on the ex-dividend date or, in the case of some foreign securities, on the date thereafter when the Fund identifies the dividend. Interest income on investment securities is recorded on the accrual basis. Foreign income may be subject to foreign withholding taxes, which are accrued as applicable.

The Fund records distributions to shareholders from net investment income and net realized gain, if any, on the ex-dividend date. During the year ended July 31, 2005, the tax character of distributions

18

paid was as follows: ordinary income $48,552,946.

Such distributions, on a tax basis, are determined in conformity with income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Distributions in excess of tax basis earnings and profits, if any, are reported in the Fund’s financial statements as a return of capital.

Use of estimates

The preparation of these financial statements, in accordance with accounting principles generally accepted in the United States of America, incorporates estimates made by management in determining the reported amount of assets, liabilities, revenues and expenses of the Fund. Actual results could differ from these estimates.

Note B
Management fee and
transactions with
affiliates and others

The Fund has an investment management contract with John Hancock Advisers, LLC (the “Adviser”), a wholly owned subsidiary of the John Hancock Financial Services, Inc. Under the investment management contract, the Fund pays a daily management fee to the Adviser at an annual rate of 0.75% of the Fund’s average daily net asset value and the value attributable to the Auction Preferred Shares (collectively “managed assets”).

The Adviser has contractually agreed to limit the Fund’s management fee, on an annual basis, to the following: 0.55% of the Fund’s average daily managed assets until the fifth anniversary of the commencement of the Fund’s operations, 0.60% of such assets in the sixth year, 0.65% of such assets in the seventh year, and 0.70% of average daily managed assets in the eighth year. Accordingly, the expense reductions related to the reduction in management fees amounted to $788,150 for the period ended January 31, 2006. After the eighth year the Adviser will no longer waive a portion of the management fee.

Effective December 31, 2005, the investment management teams of the Adviser were reorganized into Sovereign Asset Management LLC (“Sovereign”), a wholly owned indirect subsidiary of John Hancock Life insurance Company (“JHLICo”). The Adviser remains the principal advisor on the Fund and Sovereign acts as subadviser under the supervision of the Adviser. The restructuring did not have an impact on the Fund, which continues to be managed using the same investment philosophy and process. The Fund is not responsible for payment of the subadvisory fees.

The Fund has an agreement with the Adviser to perform necessary tax, accounting and legal services for the Fund. The compensation for the period amounted to $98,519. The Fund also reimbursed JHLICo for certain compliance costs, included in the Fund’s Statement of Operations.

Mr. James R. Boyle is Chairman of the Adviser, as well as affiliated Trustee of the Fund, and is compensated by the Adviser and/or its affiliates. The compensation of unaffiliated Trustees is borne by the Fund. The unaffiliated Trustees may elect to defer, for tax purposes, their receipt of this compensation under the John Hancock Group of Funds Deferred Compensation Plan. The Fund makes investments into other John Hancock funds, as applicable, to cover its liability for the deferred compensation. Investments to cover the Fund’s deferred compensation liability are recorded on the Fund’s books as an other asset. The deferred compensation liability and the related other asset are always equal and are marked to market on a periodic basis to reflect any income earned by the investments, as well as any unrealized gains or losses. The Deferred Compensation

19

Plan investments had no impact on the operations of the Fund.

The Fund is listed for trading on the New York Stock  Exchange (“NYSE”) and has filed with the NYSE its chief executive officer certification regarding compliance with the NYSE’s listing standards. The Fund also files with the Securities and Exchange Commission the certification of its chief executive officer and chief financial officer required by Section 302 of the Sarbanes-Oxley Act.

Note C
Fund share transactions

Common shares

This listing illustrates the Fund’s reclassification of the Fund’s capital accounts and the number of common shares outstanding at the beginning and end of the last two periods, along with the corresponding dollar value.

  Year ended 7-31-05  Period ended 1-31-061 
  Shares  Amount  Shares  Amount 
Beginning of period  21,059,736  $498,945,163  21,059,736  $498,932,024 
Reclassification of         
capital accounts  —  (13,139)  —  — 
End of period  21,059,736  $498,932,024  21,059,736  $498,932,024 
 
1 Semiannual period from 8-1-05 through 1-31-06. Unaudited.     

Auction preferred shares

The Fund issued a total of 10,160 Auction Preferred Shares (2,032 shares of Series M; 2,032 shares of Series T; 2,032 shares of Series W; 2,032 shares of Series TH; and 2,032 shares of Series F) (collectively, the “APS”) on January 29, 2003, in a public offering. The underwriting discount of $2,540,000 has been charged to capital paid-in of common shares during the period ended July 31, 2003. Offering costs of $698,787 related to common shares and offering costs of $324,856 incurred in connection with the preferred shares were charged to the Fund’s capital paid-in during the period ended July 31, 2003.

Dividends on the APS, which accrue daily, are cumulative at a rate that was established at the offering of the APS and has been reset every 7 days thereafter by an auction (except for Series W, which reset its rate on February 1, 2006, at which time the Fund elected a Special Dividend Payment of 182 days for the subsequent distributions). During the period ended January 31, 2006, dividend rates on APS ranged as follows: Series M from 2.81% to 4.40%, Series T from 3.20% to 4.40%, Series W from 3.90% to 4.25%, Series TH from 3.20% to 4.45% and Series F from 3.01% to 4.40% . Accrued dividends on APS are included in the value of APS on the Fund’s Statement of Assets and Liabilities.

Effective February 1, 2006, Series W will change to a weekly auction and reset every 7 days thereafter by an auction.

The APS are redeemable at the option of the Fund, at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends on any dividend payment date. The APS are also subject to mandatory redemption at a redemption price equal to $25,000 per share, plus accumulated and unpaid dividends, if the Fund is in default on its asset coverage requirements with respect to the APS as defined in the Fund’s by-laws. If the dividends on the APS shall remain unpaid in an amount equal to two full years’ dividends, the holders of the APS, as a class, have the right

20

to elect a majority of the Board of Trustees. In general, the holders of the APS and the common shareholders have equal voting rights of one vote per share, except that the holders of the APS, as a class, vote to elect two members of the Board of Trustees, and separate class votes are required on certain matters that affect the respective interests of the APS and common shareholders.

Note D
Investment transactions

Purchases and proceeds from sales or maturities of securities, other than short-term securities and obligations of the U.S. government, during the period ended January 31, 2006, aggregated $45,795,007 and $58,324,162, respectively.

The cost of investments owned on January 31, 2006, including short-term investments, for federal income tax purposes was $756,234,826. Gross unrealized appreciation and depreciation of investments aggregated $28,285,665 and $20,050,605, respectively, resulting in net unrealized appreciation of $8,235,060. The difference between book basis and tax basis net unrealized appreciation of investments is attributable primarily to the amortization of premiums on debt securities.

21

Investment
objective
and policy

The Fund’s primary objective is to provide a high level of current income, consistent with preservation of capital. The Fund’s secondary objective is to provide growth of capital to the extent consistent with its primary objective. The Fund seeks to achieve its objectives by investing in a diversified portfolio of securities that, in the opinion of the Adviser, may be undervalued relative to similar securities in the marketplace.

Under normal market conditions, the Fund invests at least: (a) 80% of its assets in preferred stocks and other preferred securities, including convertible preferred securities, (b) 25% of its total assets in the industries comprising the utilities sector and (c) 80% of its total assets in preferred securities or other fixed-income securities which are rated investment grade or higher by Moody’s or Standard & Poor’s at the time of investment. “Assets” are defined as net assets including the liquidation preference of APS plus borrowing for investment purposes.

Bylaws

On December 16, 2003, the Trustees approved the following change to the Fund’s bylaws. The Auction Preferred shares section of the Fund’s bylaws was changed to update the rating agency requirements in keeping with recent changes to the agencies’ basic maintenance reporting requirements for leveraged closed-end funds. Bylaws now require an independent accountant’s confirmation only once per year, at the Fund’s fiscal year end, and changes to the agencies’ basic maintenance reporting requirements that include modifications to the eligible assets and their respective discount factors. These revisions bring the Fund’s bylaws in line with current rating agency requirements.

On September 14, 2004, the Trustees approved an amendment to the Fund’s bylaws increasing the maximum applicable dividend rate ceiling on the preferred shares to conform with the modern calculation methodology used by the industry and other John Hancock funds.

Dividends and
distributions

During the period ended January 31, 2006, dividends from net investment income totaling $0.9300 and distributions from capital gains totaling $0.2982 per share were paid to common shareholders. The dates of payments and the amounts per share are as follows:

  INCOME 
PAYMENT DATE  DIVIDEND 
August 31, 2005  $0.1550 
September 30, 2005  0.1550 
October 31, 2005  0.1550 
November 30, 2005  0.1550 
December 30, 2005  0.1550 
January 31, 2006  0.1550 
 
CAPITAL GAIN   
DISTRIBUTION   
December 30, 2005  $0.2982 

Dividend
reinvestment plan

The Fund offers its shareholders a Dividend Reinvestment Plan (the “Plan”), which offers the opportunity to earn compounded yields. Each holder of common shares will automatically have all distributions of dividends and capital gains reinvested by Mellon Investor Services, as Plan Agent for the common shareholders (the “Plan Agent”), unless an election is made to receive cash. Holders of common shares who elect not to participate in the Plan will receive all distributions in cash, paid by check mailed directly to the shareholder of record (or, if the common shares are held in street or other nominee name, then to the nominee) by the Plan Agent, as dividend disbursing agent. Shareholders whose shares are held in the name of a broker or a nominee should contact the broker or nominee to determine whether and how they may participate in the Plan.

If the Fund declares a dividend payable either in common shares or in cash, non-participants will receive cash and participants in the Plan will receive the equivalent in common shares. If the market price of the common shares on the payment date of the dividend is equal to, or exceeds, their net asset value as determined on the payment date, participants will be issued common shares (out of authorized but unissued shares) at a value equal to the higher of net asset value or 95% of the market price. If the net asset value exceeds the market price of the common shares at such time, or if the Board of Trustees declares a dividend payable only in cash, the Plan Agent will, as agent for Plan participants, buy shares in the open market, on the New York Stock Exchange or elsewhere, for the participants’ accounts. Such purchases will be made promptly after the payable date for such dividend and, in any event, prior to the next ex-dividend date after such date, except where necessary to comply with federal securities laws. If, before the Plan Agent has completed its purchases, the market price exceeds the net asset value of the common shares, the average per share purchase price paid by the Plan Agent may exceed the net asset value of the common shares, resulting in the acquisition of fewer shares than if the dividend had been paid in shares issued by the Fund.

Each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of dividends and distributions. The cost per share of the shares purchased for each participant’s account will be the average cost, including brokerage commissions, of any shares purchased on the open market plus the cost of any shares issued by the Fund. There will be no brokerage charges with respect to common shares issued directly by the Fund. There are no other charges to participants for reinvesting dividends or capital gain distributions.

Participants in the Plan may withdraw from the Plan at any time by contacting the Plan Agent by telephone, in writing or by visiting the Plan Agent’s Web site at www.melloninvestor.com. Such withdrawal will be effective immediately if received not less than ten days prior to a dividend record date; otherwise, it will be effective for all subsequent dividend record dates. When a participant withdraws from the Plan or upon termination of the Plan, as provided below, certificates for whole common shares credited to his or her account under the Plan will be issued and a cash payment will be made for any fraction of a share credited to such account.

The Plan Agent maintains each shareholder’s account in the Plan and furnishes monthly written confirma-tions of all transactions in the accounts, including information needed by the shareholders for personal and tax records. The Plan Agent will hold common shares in the account of each Plan participant in non-certificated form in the name of the participant. Proxy material relating to the shareholders’ meetings of the Fund will include those shares purchased, as well as shares held pursuant to the Plan.

The reinvestment of dividends and distributions will not relieve participants of any federal income tax that may be payable or required to be withheld on such dividends or distributions. Participants under the Plan will receive tax information annually. The amount of the dividend to be reported on 1099-DIV should be: (1) in the case of shares issued by the Fund, the fair market value of such shares on the dividend payment date and (2) in the case of shares purchased by the Plan Agent in the open market, the amount of cash used by the Plan Agent to purchase shares in the open market, including the amount of cash allocated to brokerage commissions paid on such purchases.

Experience under the Plan may indicate that changes are desirable. Accordingly, the Fund reserves the right to amend or terminate the Plan

23

as applied to any dividend or distribution paid subsequent to written notice of the change sent to all shareholders of the Fund at least 90 days before the record date for the dividend or distribution. The Plan may be amended or terminated by the Plan Agent after at least 90 days’ written notice to all shareholders of the Fund. All correspondence or additional information concerning the Plan should be directed to the Plan Agent, Mellon Bank, N.A., c/o Mellon Investor Services, P.O. Box 3338, South Hackensack, NJ 07606-1938 (Telephone: 1-800-852-0218).

Shareholder
communication
and assistance

If you have any questions concerning the Fund, we will be pleased to assist you. If you hold shares in your own name and not with a brokerage firm, please address all notices, correspondence, questions or other communications regarding the Fund to the transfer agent at:

Mellon Investor Services
85 Challenger Road
Overpeck Centre
Ridgefield Park, NJ 07660
Telephone: 1-800-852-0218

If your shares are held with a brokerage firm, you should contact that firm, bank or other nominee for assistance.

24

Board Consideration
of and Continuation
of Investment
Advisory Agreement:
John Hancock
Preferred Income
Fund II

Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”) requires the Board of Trustees (the “Board”) of John Hancock Preferred Income Fund II (the “Fund”), including a majority of the Trustees who have no direct or indirect interest in the investment advisory agreement and are not “interested persons” of the Fund, as defined in the 1940 Act (the “Independent Trustees”), annually to review and consider the continuation of the investment advisory agreement (the “Advisory Agreement”) with John Hancock Advisers, LLC (the “Adviser”) for the Fund.

At meetings held on May 19–20 and June 6–7, 2005, the Board, including the Independent Trustees, considered the factors and reached the conclusions described below relating to the selection of the Adviser and the continuation of the Advisory Agreement. During such meetings, the Board’s Contracts/Operations Committee and the Independent Trustees also met in executive sessions with their independent legal counsel. In evaluating the Advisory Agreement, the Board, including the Contracts/Operations Committee and the Independent Trustees, reviewed a broad range of information requested for this purpose by the Independent Trustees, including but not limited to the following: (i) the investment performance of the Fund and a broader universe of relevant funds (the “Universe”) selected by Lipper Inc. (“Lipper”), an independent provider of investment company data, for a range of periods, (ii) advisory and other fees incurred by, and the expense ratios of, the Fund and a peer group of comparable funds selected by Lipper (the “Peer Group”), (iii) the advisory fees of comparable portfolios of other clients of the Adviser, (iv) the Adviser’s financial results and condition, including its and certain of its affiliates’ profitability from services performed for the Fund, (v) breakpoints in the Fund’s and the Peer Group’s fees and a study undertaken at the direction of the Independent Trustees as to the allocation of the benefits of economies of scale between the Fund and the Adviser, (vi) the Adviser’s record of compliance with applicable laws and regulations, with the Fund’s investment policies and restrictions, and with the Fund’s Code of Ethics and the structure and responsibilities of the Adviser’s compliance department, (vii) the background and experience of senior management and investment professionals, and (viii) the nature, cost and character of advisory and non-investment management services provided by the Adviser and its affiliates.

Nature, extent and quality
of services

The Board considered the ability of the Adviser, based on its resources, reputation and other attributes, to attract and retain qualified investment professionals, including research, advisory and supervisory personnel. The Board further considered the compliance programs and compliance records of the Adviser. In addition, the Board took into account the administrative services provided to the Fund by the Adviser and its affiliates.

Based on the above factors, together with those referenced below, the Board concluded that, within the context of its full deliberations, the nature, extent and quality of the investment advisory services provided to the Fund by the Adviser were sufficient to support renewal of the Advisory Agreement.

Fund performance

The Board noted that the Fund had less than three full years of operational history, and considered the performance results for the Fund reported by Lipper through December 31, 2004. The

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Board also considered these results in comparison to the performance of the Universe, as well as the Fund’s benchmark indexes. Lipper determined the Universe for the Fund. The Board reviewed with a representative of Lipper the methodology used by Lipper to select the funds in the Universe and the Peer Group.

The Board noted that the performance of the Fund was not appreciably below the median and average performance of its Universe for the time period under review. The Board also noted that the Fund performed lower than its benchmark index, the Lipper Closed-End Income and Preferred Funds Index, as did the Universe. The Board recognized the relatively short operational history of the Fund and indicated its intent to continue to monitor the Fund’s performance trends.

Investment advisory fee
rates and expenses

The Board reviewed and considered the contractual investment advisory fee rate payable by the Fund to the Adviser for investment advisory services (the “Advisory Agreement Rate”). In addition, the Board reviewed and considered the existing fee waiver/limit arrangements applicable to the Advisory Agreement Rate and considered the Advisory Agreement Rate after taking the waivers/limits into account (the “Net Advisory Rate”).

The Board received and considered information comparing the Advisory Agreement Rate and the Net Advisory Rate with fees for the Peer Group. The Board noted that the Advisory Agreement Rate was near the mid-range of other funds in the Peer Group, but noted that the Peer Group included very few funds. The Board also noted that the Net Advisory Rate was lower than the median rate of the Peer Group. The Board concluded that the Advisory Agreement Rate and the Net Advisory Rate were reasonable in relation to the services provided.

The Board received and considered information regarding the Fund’s total operating expense ratio and its various components, including contractual advisory fees, actual advisory fees, non-management fees, transfer agent fees and custodian fees, including and excluding investment-related expenses. The Board also considered comparisons of these expenses to the Peer Group and the Universe. The Board noted that the total operating expense ratio of the Fund was lower than the Peer Group’s and Universe’s median total operating expense ratio.

The Adviser also discussed the Lipper data and rankings, and other relevant information, for the Fund. Based on the above-referenced considerations and other factors, the Board concluded that the Fund’s overall expense results and performance supported the re-approval of the Advisory Agreement.

Profitability

The Board received and considered a detailed profitability analysis of the Adviser based on the Advisory Agreement, as well as on other relationships between the Fund and the Adviser and its affiliates. The Board concluded that, in light of the costs of providing investment management and other services to the Fund, the profits and other ancillary benefits reported by the Adviser were not unreasonable.

Economies of scale

The Board received and considered general information regarding economies of scale with respect to the management of the Fund, including the Fund’s ability to appropriately benefit from economies of scale under the Fund’s fee structure. The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board’s understanding that most of the Adviser’s costs are not specific to individual Funds, but rather are incurred across a variety of products and services.

The Board observed that the Advisory Agreement did not offer breakpoints. However, the Board considered the

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limited relevance of economies of scale in the context of a closed-end fund that, unlike an open-end fund, does not continuously offer its shares, and concluded that the fees were fair and equitable based on relevant factors, including the Fund’s total expenses ranking relative to its Peer Group.

Information about
services to other clients

The Board also received information about the nature, extent and quality of services and fee rates offered by the Adviser to its other clients, including other registered investment companies, institutional investors and separate accounts. The Board concluded that the Advisory Agreement Rate was not unreasonable, taking into account fee rates offered to others by the Adviser and giving effect to differences in services covered by such fee rates.

Other benefits to
the Adviser

The Board received information regarding potential “fall-out” or ancillary bene-fits received by the Adviser and its affiliates as a result of the Adviser’s relationship with the Fund. Such benefits could include, among others, benefits directly attributable to the relationship of the Adviser with the Fund and benefits potentially derived from an increase in the business of the Adviser as a result of its relationship with the Fund (such as the ability to market to shareholders other finan-cial products offered by the Adviser and its affiliates).

The Board also considered the effectiveness of the Adviser’s and the Fund’s policies and procedures for complying with the requirements of the federal securities laws, including those relating to best execution of portfolio transactions and brokerage allocation.

Other factors and
broader review

As discussed above, the Board reviewed detailed materials received from the Adviser as part of the annual re-approval process under Section 15(c) of the 1940 Act. The Board also regularly reviews and assesses the quality of the services that the Fund receives throughout the year. In this regard, the Board reviews reports of the Adviser at least quarterly, which include, among other things, a detailed portfolio review, detailed fund performance reports and compliance reports. In addition, the Board meets with portfolio managers and senior investment officers at various times throughout the year.

After considering the above-described factors and based on its deliberations and its evaluation of the information described above, the Board concluded that approval of the continuation of the Advisory Agreement for the Fund was in the best interest of the Fund and its shareholders. Accordingly, the Board unanimously approved the continuation of the Advisory Agreement.

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For more information

The Fund’s proxy voting policies, procedures and records are available without charge, upon request:

By phone  On the Fund’s Web site  On the SEC’s Web site 
1-800-225-5291  www.jhfunds.com/proxy  www.sec.gov 

Trustees 
Ronald R. Dion, Chairman 
James R. Boyle† 
James F. Carlin 
Richard P. Chapman, Jr.* 
William H. Cunningham 
Charles L. Ladner* 
Dr. John A. Moore* 
Patti McGill Peterson* 
Steven R. Pruchansky 
*Members of the Audit Committee 
†Non-Independent Trustee 
 
Officers 
Keith F. Hartstein 
President and 
Chief Executive Officer 
William H. King 
Vice President and Treasurer 
Francis V. Knox, Jr. 
Vice President and 
Chief Compliance Officer 
John G. Vrysen 
Executive Vice President and 
Chief Financial Officer 

Investment adviser 
John Hancock Advisers, LLC 
601 Congress Street 
Boston, MA 02210-2805 
 
Subadviser 
Sovereign Asset Management 
LLC 
101 Huntington Avenue 
Boston, MA 02199 
 
Custodian 
The Bank of New York 
One Wall Street 
New York, NY 10286 
 
Transfer agent and 
dividend disburser 
Mellon Investor Services 
Newport Office Center VII 
480 Washington Boulevard 
Jersey City, NJ 07310 

Transfer agent for APS 
Deutsche Bank Trust 
Company Americas 
280 Park Avenue 
New York, NY 10017 
 
Legal counsel 
Wilmer Cutler Pickering 
Hale and Dorr LLP 
60 State Street 
Boston, MA 02109-1803 
 
Stock symbol 
Listed New York Stock 
Exchange: 
HPF 
 
For shareholder assistance 
refer to page 24 

How to contact us   
 
Internet  www.jhfunds.com   
 
Mail  Regular mail:   
  Mellon Investor Services   
  Newport Office Center VII   
  480 Washington Boulevard   
  Jersey City, NJ 07310   
 
Phone  Customer service representatives  1-800-852-0218 
  Portfolio commentary  1-800-344-7054 
  24-hour automated information  1-800-843-0090 
  TDD line  1-800-231-5469 

A listing of month-end portfolio holdings is available on our Web site, www.jhfunds.com. A more detailed portfolio holdings summary is available on a quarterly basis 60 days after the fiscal quarter on our Web site or upon request by calling 1-800-225-5291, or on the Securities and Exchange Commission’s Web site, www.sec.gov.

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1-800-852-0218
1-800-843-0090 EASI-Line
1-800-231-5469 (TDD)

www.jhfunds. com

PRESORTED
STANDARD
U. S. POSTAGE
PAID
MIS

P11SA 1/06
3/06

ITEM 2. CODE OF ETHICS.

As of the end of the period, January 31, 2006, the registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its Chief Executive Officer, Chief Financial Officer and Treasurer (respectively, the principal executive officer, the principal financial officer and the principal accounting officer, the “Senior Financial Officers”). A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

The code of ethics was amended effective May 1, 2005 to address new Rule 204A-1 under the Investment Advisers Act of 1940 and to make other related changes.

The most significant amendments were:

(a) Broadening of the General Principles of the code to cover compliance with all federal
securities laws.
(b) Eliminating the interim requirements (since the first quarter of 2004) for access persons to
preclear their personal trades of John Hancock mutual funds. This was replaced by post-
trade reporting and a 30 day hold requirement for all employees.
(c) A new requirement for “heightened preclearance” with investment supervisors by any
access person trading in a personal position worth $100,000 or more.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable at this time.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable at this time.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable at this time.

ITEM 6. SCHEDULE OF INVESTMENTS.

Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable at this time.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT
COMPANIES.

Not applicable at this time.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT
INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable at this time.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to previously disclosed John Hancock Funds - Administration Committee Charter and John Hancock Funds – Governance Committee Charter.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's principal executive officer and principal financial officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) There were no changes in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Code of Ethics for Senior Financial Officers is attached.

(a)(2) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

(b) Separate certifications for the registrant's principal executive officer and principal financial officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and Rule 30a-2(b) under the Investment Company Act of 1940, are attached. The certifications furnished pursuant to this paragraph are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certifications are not deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Registrant specifically incorporates them by reference.

(c) Contact person at the registrant.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

John Hancock Preferred Income Fund II

By: /s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and Chief Executive Officer

Date: March 24, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Keith F. Hartstein
-------------------------------------
Keith F. Hartstein
President and Chief Executive Officer

Date: March 24, 2006

By: /s/ John G. Vrysen
-------------------------------------
John G. Vrysen
Executive Vice President and Chief Financial Officer

Date: March 24, 2006