Edgar Filing: HANCOCK JOHN PATRIOT PREMIUM DIVIDEND FUND II

As filed with the Securities and Exchange Commission on February 28, 2002.

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

FILE NUMBER 811-05908

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 PATRIOT PREMIUM DIVIDEND FUND II
(Name of Registrant as Specified in Its Charter)

JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (check the appropriate box):

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

[ ] Fee paid previously with preliminary materials.

[X] No fee required.

[JOHN HANCOCK LOGO]
-------------------
JOHN HANCOCK FUNDS

John Hancock Patriot Premium Dividend Fund I
John Hancock Patriot Premium Dividend Fund II
John Hancock Patriot Select Dividend Trust
John Hancock Patriot Global Dividend Fund
John Hancock Patriot Preferred Dividend Fund

January 24, 2003

Dear Fellow Shareholder:

As an investor in one of the funds listed above, you are cordially invited to
attend the annual shareholder meeting on Thursday, March 20, 2003 at 9:00 A.M.,
Eastern time, to be held at John Hancock Funds, 101 Huntington Avenue, Boston,
MA 02199.

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

Elect your fund's Board of Trustees

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

Ratify the Trustees' selection of public accountants

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

Your vote is important!

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

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

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

Sincerely,

/s/ Maureen R. Ford

Maureen R. Ford
Chairman and Chief Executive Officer

P00PX 1/03
PPD-PS-03

JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST
JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
101 Huntington Avenue, Boston, Massachusetts 02199

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
To Be Held March 20, 2003

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:

A shareholder meeting for each fund will be held at 101 Huntington Avenue,
Boston, Massachusetts on Thursday, March 20, 2003 at 9:00 A.M., Eastern time,
and shareholders of each fund will consider the following proposals:

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

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

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

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

Shareholders of record of each fund as of the close of business on January 6,
2003 are entitled to notice of and to vote at the fund's annual meeting and at
any related follow-up meeting. The proxy statement and proxy card are being
mailed to shareholders on or about January 24, 2003.

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

By order of the Boards of Trustees,

Susan S. Newton
Senior Vice President and Secretary

January 24, 2003
P00PX 1/03

PPD-PS-03

ANNUAL MEETING OF SHAREHOLDERS
To Be Held On March 20, 2003

PROXY STATEMENT

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

This proxy statement is being used by each fund's Trustees to solicit
proxies to be voted at the annual meeting of each fund's shareholders. The
meetings will be held at 101 Huntington Avenue, Boston, Massachusetts on
Thursday, March 20, 2003 at 9:00 A.M., Eastern time.

o John Hancock Patriot Premium Dividend Fund I ("Premium Dividend I");

o John Hancock Patriot Premium Dividend Fund II ("Premium Dividend II");

o John Hancock Patriot Select Dividend Trust ("Select Dividend");

o John Hancock Patriot Global Dividend Fund ("Global Dividend"); and

o John Hancock Patriot Preferred Dividend Fund ("Preferred Dividend").

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

Record Ownership

The Trustees of each fund have fixed the close of business on January 6,
2003 as the record date to determine which shareholders are entitled to vote at
the meeting. Common and Preferred shareholders of each fund are entitled to one
vote per share on all business of the meetings or any postponement of the
meeting relating to their fund and respective share class. On the record date,
the following number of shares of beneficial interest of each fund were
outstanding:

Fund Common Shares Preferred Shares
---- ------------- ----------------
Premium Dividend I 15,061,235 685
Premium Dividend II 15,017,005 1,000
Select Dividend 9,925,193 700
Global Dividend 8,344,700 600
Preferred Dividend 7,257,200 525

The funds' management does not know of anyone who beneficially owned more
than 5% of either class of any fund's shares outstanding as of the record date,
except for The Commerce Group, Inc., 211 Main Street, Webster, MA 01570, which
holds the following Common Shares: 31.3% of Premium Dividend I, 36.7% of
Premium Dividend II, 36.8% of Select Dividend, 30.8% of Global Dividend and
32.7% of Preferred Dividend. (Beneficial ownership means voting power and/or
investment power, which includes the power to dispose of shares.)

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

PROPOSAL 1

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

General

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

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

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

Proposal 1

For each fund, Messrs. Ladner, Moore and Ms. Ford are the current nominees
for election by the Common Shareholders, and Mr. Dion is the current nominee
for election by the Preferred Shareholders.

Vote Required For Proposal 1

The vote of a plurality of the votes cast by the Common Shares and the
Preferred Shares, voting as separate classes, of a fund is sufficient to elect
the Common Shares' and Preferred Shares' respective nominees of that fund.

Information Concerning Trustees

The following table sets forth certain information regarding the nominees
for election to the Boards. The table also shows his or her principal
occupation or employment and other directorships during the past five years and
the number of John Hancock funds overseen by the Trustee. The table also lists
the Trustees who are not currently standing for election: The terms of Messrs.
Pruchansky, Smith and Ms. McGill Peterson will expire at the 2004 annual
meeting and the terms of Messrs. Carlin, Cunningham, DeCiccio and Toolan will
expire at the 2005 annual meeting.

Principal Occupation(s) Number of
Name, (Age), Address(1) and other Directorships Trustee John Hancock
and Position with the Funds During the Past Five Years Since Funds overseen
--------------------------- -------------------------- ----- --------------

NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2006

Ronald R. Dion(+) Chairman and Chief Executive Officer, R. M. 1998 (A-E) 30
(Age 56) Bradley & Co., Inc.; Director, The New England
Independent Trustee 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.

Charles L. Ladner Chairman and Trustee, Dunwoody Village, Inc. 1992 (A-D) 30
(Age 64) (continuing care retirement community); Senior Vice 1993 (E)
Independent Trustee President and Chief Financial Officer, UGI
Corporation (Public Utility Holding Company)
(retired 1998); Vice President and Director for
AmeriGas, Inc. (retired 1998); Director of AmeriGas
Partners, L.P. (until 1997) (gas distribution);
Director, EnergyNorth, Inc. (until 1995); Director,
Parks and History Association (since 2001).

John A. Moore President and Chief Executive Officer, Institute for 2002 (A-E) 39
(Age 63) Evaluating Health Risks, (nonprofit institution)
Independent Trustee (until 2001); Senior Scientist, Sciences International
(health research) (since 1998); Principal, Hollyhouse
(consulting) (since 2000); Director, CIIT (nonprofit
research) (since 2002).

NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2006 (continued)

Maureen R. Ford Executive Vice President, John Hancock Financial 2000 (A-E) 61
(Age 47) Services, Inc., John Hancock Life President and
Interested Trustee* Chief Executive Officer, John Hancock Advisers,
Chairman, President and LLC (the "Adviser") and The Berkeley Financial
Chief Executive Officer Group, Inc. ("The Berkeley Group"); Chairman,
Director and Chief Executive Officer, John Hancock
Funds, LLC ("John Hancock Funds"); Director, John
Hancock Subsidiaries, LLC; Chairman, Director and
Chief Executive Officer, Sovereign Asset
Management Corporation (SAMCorp.); Director,
Independence Investment LLC and Independence
Fixed Income LLC and Signature Services, Inc.;
Senior Vice President, MassMutual Insurance Co.
(until 1999).

TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2004

Patti McGill Peterson Executive Director, Council for International 2002 (A-E) 39
(Age 59) Exchange of Scholars (since 1998); Vice President,
Independent Trustee Institute of International Education (since 1998);
Senior Fellow, Cornell Institute of Public Affairs,
Cornell University (until December 1997); President
Emerita of Wells College and St. Lawrence
University; Director, Niagara Mohawk Power
Corporation (electric utility).

Steven R. Pruchansky Chairman and Chief Executive Officer, Mast 1992 (A-D) 30
(Age 58) Holdings, Inc. (since 2000); Director and President, 1993 (E)
Independent Trustee Mast Holdings, Inc. (until 2000); Managing
Director, JonJames, LLC (real estate) (since 2001);
Director, First Signature Bank & Trust Company
(until 1991); Director, Mast Realty Trust (until
1994); President, Maxwell Building Corp. (until
1991).

Norman H. Smith Lieutenant General, United States Marine Corps; 1992 (A-D) 30
(Age 69) Deputy Chief of Staff for Manpower and Reserve 1993 (E)
Independent Trustee Affairs, Headquarters Marine Corps; Commanding
General III Marine Expeditionary Force/3rd Marine
Division (retired 1991).

TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2005

James F. Carlin Chairman and CEO, Alpha Analytical Laboratories 1988 (A) 30
(Age 62) (chemical analysis), Part Owner and Treasurer, 1989 (B)
Independent Trustee Lawrence Carlin Insurance Agency, Inc. (since 1995); 1990 (C)
Part Owner and Vice President, Mone Lawrence Carlin 1992 (D)
Insurance Agency, Inc. (since 1996) Director/Treasurer, 1993 (E)
Rizzo Associates (until 2000); Chairman and CEO,
Carlin Consolidated, Inc. (management/investments);
Director/Partner, Proctor Carlin & Co., Inc. (until
1999); Trustee, Massachusetts Health and Education
Tax Exempt Trust; Director of the following: Uno
Restaurant Corp. (until 2001) Arbella Mutual
(insurance) (until 2000), Health Plan Services, Inc.
(until 1999), Flagship Healthcare, Inc. (until 1999),
Carlin Insurance Agency, Inc. (until 1999), Chairman,
Massachusetts Board of High Education (until 1999).

William H. Cunningham Former Chancellor, University of Texas System and 1994 (A-E) 30
(Age 59) former President of the University of Texas, Austin,
Independent Trustee Texas; Chairman and CEO, IBT Technologies (until
2001); Director of the following: The University of
Texas Investment Management Company (until
2000), Hire.com (since 2000), STC Broadcasting,
Inc. and Sunrise Television Corp. (since 2001),
Symtx, Inc. (since 2001), Adorno/Rogers
Technology, Inc. (since 2001), Pinnacle Foods
Corporation (since 2001), rateGenius (since 2001),
LaQuinta Motor Inns, Inc. (hotel management
company) (until 1998), Jefferson-Pilot Corporation
(diversified life insurance company) (since 1985),
New Century Equity Holdings (formerly Billing
Concepts) (until 2001), eCertain (until 2001),
ClassMap.com (until 2001), Agile Ventures (until
2001), LBJ Foundation (until 2000), Golfsmith
International, Inc. (until 2000), Metamor Worldwide
(until 2000), AskRed.com (until 2001), Southwest
Airlines and Introgen; Advisory Director, Q
Investments; Advisory Director, Chase Bank
(formerly Texas Commerce Bank -- Austin), LIN
Television (since 2002 and WilTel Communications
(since 2002).

TRUSTEES NOT STANDING FOR ELECTION
TERM TO EXPIRE IN 2005 (continued)

John P. Toolan Director, The Smith Barney Muni Bond Funds, The 1992 (A-D) 30
(Age 72) Smith Barney Tax-Free Money Funds, Inc., Vantage 1993 (E)
Independent Trustee 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 1991); Director, Smith Barney, Inc., Mutual
Management Company and Smith Barney Advisers,
Inc. (investment advisers) (retired 1991); Senior
Executive Vice President, Director and member of
the Executive Committee, Smith Barney, Harris
Upham & Co., Incorporated (investment bankers)
(until 1991).

John M. DeCiccio(+) Executive Vice President and Chief Investment 2001 (A-E) 61
(Age 54) Officer, John Hancock Financial Services, Inc.;
Interested Trustee* Director, Executive Vice President and Chief
Investment Officer, John Hancock Life Insurance
Company; Chairman of the Committee of Finance
of John Hancock Life Insurance Company; Director,
John Hancock Subsidiaries, LLC, Hancock Natural
Resource Group, Independence Investment LLC,
Independence Fixed Income LLC, The Berkeley
Financial Group, LLC, John Hancock Advisers, LLC,
John Hancock Funds, LLC, and Massachusetts
Business Development Corporation; Director, John
Hancock Insurance Agency, Inc. (until 1999) and
John Hancock Signature Services, Inc. (until 1997).

* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the funds and the Adviser.
+ Trustee representing the holders of the Preferred Shares.
(A) Premium Dividend I
(B) Premium Dividend II
(C) Select Dividend
(D) Global Dividend
(E) Preferred Dividend

Executive Officers

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

Name, (Age), Address,(1) Principal Occupation(s) Officer
and Position with the Funds During the Past Five Years Since
--------------------------- -------------------------- -----

William L. Braman Executive Vice President and Chief Investment Officer, each 2000
(Age 49) of the John Hancock funds and the Adviser; Executive Vice
Executive Vice President President and Chief Investment Officer, Baring Asset
and Chief Investment Officer Management, London, U.K. (until May 2000).

Susan S. Newton Senior Vice President and Secretary, each of the John 1993
(Age 52) Hancock funds; Senior Vice President, Secretary and Chief
Senior Vice President Legal Officer, the Adviser, John Hancock Funds, LLC, The
and Secretary Berkeley Group and SAMCorp.

Richard A. Brown Senior Vice President, Chief Financial Officer and Treasurer, 2000
(Age 53) the Adviser, the John Hancock Fund Complex, and The
Senior Vice President Berkeley Group; Second Vice President and Senior Associate
and Chief Financial Officer Controller, Corporate Tax Department, John Hancock
Financial Services, Inc. (until 2001).

William H. King Vice President and Treasurer, each of the John Hancock 1994
(Age 50) funds; Vice President, the Adviser.
Vice President and Treasurer

Thomas H. Connors Vice President and Compliance Officer, each of the John 1996
(Age 43) Hancock funds and the Adviser; Vice President, John
Vice President and Hancock Funds, LLC.
Compliance Officer

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

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

Each Board of Trustees held four meetings during its fund's 2002 fiscal
year. With respect to Premium Dividend I and Premium Dividend II, no Trustee
attended fewer than 75% of the aggregate of (1) the total number of meetings of
the Trustees of the fund and (2) the total number of meetings held by all
committees of the Trustees on which they served. With respect to each other
fund, no trustee, except Mr. DeCiccio, attended fewer than 75% of the aggregate
of (i) the total number of meetings of the Trustees of the fund and (2) the
total number of meetings held by all committees of the Trust on which they
serve. Mr. DeCiccio attended 50% of the meetings. The funds hold joint meetings
of the Trustees and all committees.

Each Board of Trustees has an Audit Committee consisting of Messrs.
Carlin, Ladner, Moore and Toolan. All members of each fund's Audit Committee
are Independent under the New York Stock Exchange's Revised Listing Rules, and
each member is financially literate with at least one having accounting or
financial management exper-

tise. The Board has adopted a written charter for the Audit Committee, which is
attached as Exhibit A. Each Audit Committee held four meetings during its
respective fund's 2002 fiscal year. Each Audit Committee recommends to the full
board the appointment of outside auditors for each of the funds, oversees and
monitors the audits of the funds, communicates with both the independent
auditors and inside auditors on a regular basis and provides a forum for the
auditors to report and discuss any matters they deem appropriate at any time.
Each Audit Committee reports that it has (1) reviewed and discussed each fund's
audited financial statements with management; (2) discussed with the
independent auditors the matters relating to the quality of each fund's
financial reporting as required by SAS 61; (3) received written disclosures and
an independence letter from the independent auditors required by Independent
Standards Board Standard No. 1, and discussed with the auditors their
independence; and (4), based on these discussions, recommended to the Board
that each fund's financial statements be included in each fund's annual report
for the last fiscal year.

Each Board of Trustees has a special nominating committee known as the
Administration Committee. The Administration Committee members are Messrs.
Carlin, Cunningham, Dion, Ladner, Moore, Pruchansky, Smith, Toolan and Ms.
McGill Peterson. Each Administration Committee held four meetings during its
respective fund's 2002 fiscal year. Each Administration Committee selects and
nominates for appointment and election candidates to serve as Trustees who are
not "interested persons." Each Administration Committee also coordinates with
Trustees who are interested persons in the selection and election of fund
officers of the respective funds. Each 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.

Each Board of Trustees has a Contracts/Operations Committee. The
Contracts/Operations Committee members are Messrs. Cunningham and Pruchansky.
Each Contract/Operations Committee held five meetings during its fund's 2002
fiscal year. Each Contracts/Operations Committee oversees the initiation,
operation and renewal of the various contracts between the respective funds and
other entities. These contracts include advisory and subadvisory agreements,
custodial and transfer arrangements and arrangements with other service
providers.

Each Board of Trustees has an Investment Performance Committee. The
Investment Performance Committee members are Messrs. Dion and Smith and Ms.
McGill Peterson. The Investment Performance Committee held four meetings during
the fund's 2002 fiscal year. Each Investment Performance Committee monitors and
analyzes the performance of the respective funds generally, consults with the
Adviser as necessary if the respective fund is considered to require special
attention and to review peer groups and other comparative standards as
necessary.

Each Board of Trustees has a Coordinating Committee. The Coordinating
Committee members are the chairpersons of the other four standing committees.
The Coordinating Committee assures consistency of action among committees,
reviews Trustee compensation, evaluates Trustee performance and considers
committee membership rotations as well as relevant corporate governance issues.

Trustee Ownership

The following table provides a dollar range indicating each Trustee's
ownership of equity securities of the Funds as well as aggregate holdings of
shares of equity securities of all John Hancock Funds overseen by the Trustee,
as of December 31, 2002.

Trustee Holdings(1)

Patriot Premium Patriot Premium Patriot Select
Dividend Fund I Dividend Fund II Dividend Trust
--------------------------- --------------------------- ---------------------------
Name of Trustee Shares Dollar Range Shares Dollar Range Shares Dollar Range
--------------- ------ ------------ ------ ------------ ------ ------------

Independent Trustees
James F. Carlin 3,815 $10,001-$50,000 1,200 $10,001-$50,000 1,000 $10,001-$50,000
William H. Cunningham -- -- -- -- -- --
Ronald R. Dion 100 $1-$10,000 -- -- 65 $1-$10,000
Charles L. Ladner 365 $1-$10,000 200 $1-$10,000 200 $1-$10,000
John A. Moore 400 $1-$10,000 -- -- -- --
Patti McGill Peterson -- -- -- -- -- --
Steven R. Pruchansky 116 $1-$10,000 200 $1-$10,000 100 $1-$10,000
Norman H. Smith 349 $1-$10,000 587 $1-$10,000 395 $1-$10,000
John P. Toolan 183 $1-$10,000 100 $1-$10,000 -- --

Interested Trustees
John M. DeCiccio -- -- -- -- -- --
Maureen R. Ford 100 $1-$10,000 100 $1-$10,000 100 $1-$10,000

Patriot Global Patriot Preferred All John Hancock
Dividend Fund Dividend Fund funds overseen
-------------------------- ---------------------- ----------------
Name of Trustee Shares Dollar Range Shares Dollar Range Dollar Range
--------------- ------ ------------ ------ ------------ ------------

Independent Trustees
James F. Carlin 100 $1-$10,000 -- -- $10,001-$50,000
William H. Cunningham -- -- -- -- Over $100,000
Ronald R. Dion 100 $1-$10,000 65 $1-$10,000 Over $100,000
Charles L. Ladner 235 $1-$10,000 200 $1-$10,000 Over $100,000
John A. Moore -- -- -- -- Over $100,000
Patti McGill Peterson -- -- -- -- Over $100,000
Steven R. Pruchansky 300 $1-$10,000 275 $1-$10,000 Over $100,000
Norman H. Smith 900 $10,001-$50,000 310 $1-$10,000 Over $100,000
John P. Toolan 100 $1-$10,000 -- -- Over $100,000

Interested Trustees
John M. DeCiccio -- -- -- -- Over $100,000
Maureen R. Ford 100 $1-$10,000 100 $1-$10,000 Over $100,000

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

Compliance with Section 16(a) Reporting Requirements

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

Remuneration of Trustees and Officers

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

Aggregate Compensation Total Compensation
---------------------- All Funds in
Independent Premium Premium Select Global Preferred John Hancock Fund
Trustees Dividend I Dividend II Dividend Dividend Dividend Complex(1)
-------- ---------- ----------- -------- -------- -------- ----------

James F. Carlin $ 1,469 $ 1,931 $1,367 $1,177 $ 930 $ 75,000
William H. Cunningham* 1,457 1,915 1,339 1,156 911 75,100
Ronald R. Dion* 1,469 1,931 1,367 1,177 930 75,000
Charles L. Ladner 1,422 1,869 1,352 1,152 920 72,000
John A. Moore*+ -- -- -- -- -- 72,000
Patti McGill Peterson+ -- -- -- -- -- 72,000
Steven R. Pruchansky* 1,410 1,853 1,324 1,131 901 72,100
Norman H. Smith* 1,532 2,014 1,396 1,226 950 78,000
John P. Toolan* 1,407 1,850 1,324 1,130 901 72,000
------- ------- ------ ------ ------ --------
Totals $10,166 $13,363 $9,469 $8,149 $6,443 $663,200

(1) The total compensation paid by the John Hancock fund complex to the
Independent Trustees for the calendar year ended December 31, 2002. All the
Independent Trustees are Trustees of 30 funds in the John Hancock fund
complex, except for Ms. McGill Peterson and Mr. Moore who are Trustees of
39 funds.
* As of December 31, 2002, the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Cunningham was $428,963, for Mr. Dion was $122,717, for Mr. Moore was
$203,650, for Mr. Pruchansky was $95,779, for Mr. Smith was $204,328 and
for Mr. Toolan was $517,774 under the John Hancock Deferred Compensation
Plan for Independent Trustees (the "Plan"). Under the Plan, an Independent
Trustee may elect to have his deferred fees invested by a fund in shares of
one or more funds in the John Hancock fund complex, and the amount paid to
the Trustees under the Plan will be determined based upon the performance
of such investments. Deferral of Trustees' fees does not obligate any fund
to retain the services of any Trustee or obligate any fund to pay any
particular level of compensation to the Trustee.
+ Mr. Moore and Ms. McGill Peterson appointed Trustees of the funds effective
January 1, 2002 and served without compensation from these funds for the
most recently completed fiscal year.

Material Relationships of the Independent Trustees

As of December 31, 2002, none of the Independent Trustees, nor any
immediate family member, owns shares of John Hancock Advisers, LLC (the
"investment adviser") or a principal underwriter of the funds, nor does any
such person own shares of a company controlling, controlled by or under common
control with the investment adviser or a principal underwriter of the funds.

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

No Independent Trustee, nor any immediate family member has had, in the
past five years, any direct or indirect interest, the value of which exceeds
$60,000, in the investment adviser, a principal underwriter of the funds or in
a person (other than a registered investment company) directly or indirectly
controlling, controlled by or under common control with, the investment adviser
or principal underwriter of the funds. Moreover, no Independent Trustee or
immediate family member has, or has had in the last two fiscal years of the
funds, any direct or indirect relationships or material interest in any
transaction or in any currently proposed transaction, in which the amount
involved exceeds $60,000, in which the following persons were or are a party:
the funds, an officer of the funds, any investment company sharing the same
investment adviser or principal underwriter as the funds or any officer of such
a company, any investment adviser or principal underwriter of the funds or any
officer of such a party, any person directly or indirectly controlling,
controlled by or under common control with, the investment adviser or principal
underwriter of the funds, or any officer of such a person.

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

Legal Proceedings

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

PROPOSAL 2
RATIFICATION OF SELECTION OF THE INDEPENDENT PUBLIC ACCOUNTANTS
(Common Shares and Preferred Shares of Each Fund)

The Trustees of each fund, including a majority of each fund's Independent
Trustees, have selected Deloitte & Touche, LLP ("Deloitte & Touche") to act as
independent public accountants for each fund's 2003 fiscal year. The funds'
2003 fiscal year ends are: Premium Dividend I -- September 30, 2003; Premium
Dividend II -- October 31, 2003; Select Dividend -- June 30, 2003; Global
Dividend -- July 31, 2003; and Preferred Dividend -- May 31, 2003.

The following table sets forth the aggregate fees billed by the
independent accountants for the calendar year ended December 31, 2002 for
professional services rendered for: (i) the audit of the fund's annual
financial statements and the review of financial statements included in the
fund's reports to shareholders; (ii) financial information systems design and
implementation services provided to the fund, the Adviser and entities that
control, are controlled by or under common control with the Adviser that
provide services to the fund; (iii) all other services provided to the fund;
and (iv) all other services provided to the Adviser and entities that control,
are controlled by or under common control with the Adviser that provide
services to the fund ("Adviser Affiliates").

Financial All other fees
information for services
systems design All other fees* provided to the
and for services Adviser and
implementation provided to Adviser
Audit fees fees Fund Affiliates*
------------ ---------------- ----------------- ----------------

Premium Dividend I .......... $29,750 $30,000 $23,800 $60,313
Premium Dividend II ......... $29,750 $30,000 $23,800 $60,313
Select Dividend ............. $29,750 $30,000 $23,800 $60,313
Global Dividend ............. $29,750 $30,000 $26,900 $60,313
Preferred Dividend .......... $29,750 $30,000 $26,900 $60,313

* The fees are presented as of December 31, 2002. The fees listed in the last
column are not cumulative. In other words, the same fee may be reflected in
more than one Fund's listing.

The Audit Committee of each fund has considered whether the receipt of
non-audit fees by Deloitte & Touche is compatible with maintaining Deloitte &
Touche's independence.

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

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

Vote Required to Ratify the Selection of Independent Public Accountants

The approval of a "majority" (as described below) of the Common Shares and
the Preferred Shares, voting as a single class, of each fund is required to
ratify the selection of Deloitte & Touche as such fund's independent public
accountants for that fund's 2003 fiscal year.

MISCELLANEOUS

Voting; Quorum; Adjournment

The following vote is required to approve each respective proposal:

Proposal Vote Required
---------------------------------------------------------------------------------------------------------------

Election of Trustees For each class, a plurality of all votes cast, assuming a quorum exists.*
(Proposal 1) A "plurality" means that the four nominees up for election by the
Common Shares or Preferred Shares and receiving the greatest number
of votes of the Common Shares or Preferred Shares, as the case may be,
will be elected as Trustees, regardless of the number of votes cast.
Common and Preferred Classes vote separately on this proposal.

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

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

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

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

Shares Quorum Voting
---------------------------------------------------------------------------------------------------------------

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

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

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

Shares Quorum Voting
------------------------------------------------------------------------------------------------------------

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

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

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

Expenses and Methods of Solicitation

The costs of the meeting, including the solicitation of proxies, will be
paid by the funds. Persons holding shares as nominees will be reimbursed by the
relevant fund, upon request, for their reasonable expenses in sending
soliciting material to the principals of the accounts. In addition to the
solicitation of proxies by mail, Trustees, officers and employees of the funds
or of the funds' investment adviser may solicit proxies in person or by
telephone. John Hancock Advisers, LLC, 101 Huntington Avenue, Boston,
Massachusetts 02199-7603, serves as each fund's investment adviser and serves
as the administrator of Premium Dividend I, Premium Dividend II, Select
Dividend, Global Dividend and Preferred Dividend. Mellon Investor Services LLC
has been retained to assist in the solicitation of proxies at a cost of
approximately $20,000 plus reasonable expenses.

Telephone Voting

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

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

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

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

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

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

Other Matters

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

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

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

SHAREHOLDER PROPOSALS

Shareholder proposals intended to be presented at a fund's annual meeting
to be held in 2004 must be received by the fund at its offices at 101
Huntington Avenue, Boston, Massachusetts, after September 26, 2003 but no later
than October 26, 2003 for inclusion in that fund's proxy statement and form of
proxy relating to that meeting (subject to certain exceptions).

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

Dated: January 24, 2003

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, monitor the audits of the funds, communicate with both
the external auditors and internal auditors on a regular basis, and 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 ensuring
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.

10. Monitoring, to the extent required, securities pricing procedures and
their implementation.

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.

P R O X Y

JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II

The undersigned holder of Dutch Auction Rate Transferable Securities of
beneficial interest ("Preferred Shares") of John Hancock Patriot Premium
Dividend Fund II hereby constitutes and appoints Maureen R. Ford, William H.
King and Susan S. Newton, and each of them singly, proxies and attorneys of the
undersigned, with full power of substitution to each, for and in the name of the
undersigned, to vote and act upon all matters at the Annual Meeting of
Shareholders of the Fund to be held on Thursday, March 20, 2003 at the offices
of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 a.m., Eastern
time, and at any and all adjournments thereof, in respect to all Preferred
Shares of the Fund held by the undersigned or in respect of which the
undersigned would be entitled to vote or act, with all the powers the
undersigned would possess if personally present. All proxies previously given by
the undersigned in respect of said meeting are hereby revoked.

1: To elect Ronald R. Dion to serve as Trustee of the Fund.

[ ] FOR [ ] VOTE WITHHELD

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

[ ] FOR [ ] AGAINST [ ] ABSTAIN

P2PXC 1/03

Specify your vote by check marks in the appropriate space. This proxy
will be voted as specified. If no specification is made, the proxy will be voted
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 properly come before the meeting.

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

Date________________________________________________________ ,2003

__________________________________________________________________

Signature(s) of Shareholder(s)

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES

JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II

Annual Meeting of Shareholders
March 20, 2003

The undersigned holder of common shares of beneficial interest of John Hancock
Patriot Premium Dividend Fund II hereby appoints MAUREEN R. FORD, WILLIAM H.
KING and SUSAN S. NEWTON, and each of them singly, proxies and attorneys of the
undersigned, with full power of substitution to each, for and in the name of the
undersigned, to vote and act upon all matters at the Annual Meeting of
Shareholders of the Fund to be held on Thursday, March 20, 2003 at the offices
of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 a.m., Eastern
time, and at any and all adjournments thereof, in respect of all common shares
of the Fund held by the undersigned or in respect of which the undersigned would
be entitled to vote or act, with all powers the undersigned would possess if
personally present. All proxies previously given by the undersigned in respect
of said meeting are hereby revoked.

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

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

HAS YOUR ADDRESS CHANGED?

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

[ X ] Please mark votes as in this example.

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES

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

(01) Charles L. Ladner, (02) John A. Moore, (03) Maureen R. Ford,

FOR WITHHOLD
ALL [ ] FROM ALL [ ]
NOMINEES NOMINEES

[ ] _______________________________________
For all nominees except as noted above

--------------------------------------------------------------------------------
JOHN HANCOCK
--------------------------------------------------------------------------------
PATRIOT PREMIUM DIVIDEND FUND II

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

Mark box at right if address change has
been noted on the reverse side of this card. [ ]

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

Please be sure to sign and date this Proxy.

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