Securities Act File No. 33-849
                                                  Securities Act File No. 33-847
                                                Securities Act File No. 33-67852
                                                Securities Act File No. 33-56881
                                                Securities Act File No. 02-34552
                                                Securities Act File No. 33-91706
                                                Securities Act File No. 33-56094
                                               Securities Act File No. 333-33445
                                                Securities Act File No. 02-14767

                            PILGRIM U.S. EQUITY FUNDS
                          PILGRIM EQUITY & INCOME FUNDS

                         Supplement dated March 9, 2001
               to the Class A, B, C, M and T U.S. Equity Funds and
                        Equity & Income Funds Prospectus
                               dated March 1, 2001

1.   REVISED  AVERAGE  ANNUAL  TOTAL RETURN  FIGURES FOR PILGRIM  GROWTH + VALUE
     FUND.

     The "Average  Annual Total  Returns"  table on page 23 of the prospectus is
hereby replaced in its entirety by the following:

     AVERAGE ANNUAL TOTAL RETURNS




                                                                                     RUSSELL 2000  RUSSELL 3000
                                            CLASS A(2)     CLASS B(3)    CLASS C(4)    INDEX(5)      INDEX(6)
                                            ----------     ----------    ----------    --------      --------
                                                                                   
One year, ended December 31, 2000     %      -18.02         -17.46        -14.33        -3.02         -7.46
Since inception(7)                    %       19.51          20.12         20.38         9.32(8)      15.61(8)


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(2)  Reflects deduction of sales charge of 5.75%.
(3)  Reflects deduction of deferred sales charge of 5% and 2%, respectively, for
     1 year and since inception returns.
(4)  Reflects deduction of deferred sales charge of 1% for the 1 year return.
(5)  The Russell 2000 Index is an unmanaged  index that measures the performance
     of securities of smaller U.S. companies.
(6)  The Russell 3000 Index is an unmanaged  index that measures the performance
     of the 3,000 largest U.S. companies based on total market capitalization.
(7)  The Fund commenced operations on November 18, 1996.
(8)  Index return is for period beginning December 1, 1996.

2.   REVISED  AVERAGE  ANNUAL TOTAL RETURN FIGURES FOR PILGRIM  SMALLCAP  GROWTH
     FUND.

     The "Average  Annual Total  Returns"  table on page 27 of the prospectus is
hereby replaced in its entirety by the following:

     AVERAGE ANNUAL TOTAL RETURNS



                                                                                          RUSSELL 2000
                                                  CLASS A(3)    CLASS B(4)   CLASS C(5)  GROWTH INDEX(6)
                                                  ----------    ----------   ----------  ---------------
                                                                            
One year, ended December 31, 2000          %        -10.95        -10.36        -7.05        -22.43
Five years, ended December 31, 2000        %         18.21         18.56        18.87          7.14

Since inception of Classes A and C(7)      %         17.42          N/A         17.67          8.81(8)

Since inception of Class B(7)              %          N/A          21.17         N/A          10.04


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(3)  Reflects deduction of sales charge of 5.75%.
(4)  Reflects deduction of deferred sales charge of 5%, 2% and 1%, respectively,
     for 1 year, 5 year and since inception returns.
(5)  Reflects deduction of deferred sales charge of 1% for the 1 year return.
(6)  The Russell  2000 Growth  Index is an  unmanaged  index that  measures  the
     performance    of    securities    of   smaller   U.S.    companies    with
     greater-than-average growth orientation.
(7)  Classes  A and C  commenced  operations  on  December  27,  1993.  Class  B
     commenced operations on May 31, 1995.
(8)  Index return is for period beginning January 1, 1994.

3.   REVISED FINANCIAL HIGHLIGHTS INFORMATION FOR PILGRIM SMALLCAP OPPORTUNITIES
     FUND.

     The  Financial  Highlights  table for Class A shares  of  Pilgrim  SmallCap
Opportunities  Fund on page 66 of the  prospectus is revised to reflect that the
ratio of expenses to average net assets after  reimbursement  for the year ended
December 31, 1999, is 1.43%.

4.   CHANGES IN POLICIES FOR PILGRIM BANK AND THRIFT FUND.

     On January 16, 2001, the Board of Directors of Pilgrim Bank and Thrift Fund
approved the following measures:

*    A change in the Fund's investment objective.  Currently, the Fund primarily
     seeks long term capital appreciation;  a secondary objective is income. The
     Board approved a change so that the investment objective would be long term
     capital appreciation.  Income would no longer be an objective.  This change
     is subject to approval of shareholders.

*    The Board  approved a change that would  expand the types of  companies  in
     which the Fund normally  invests.  Currently,  the Fund normally invests at
     least 65% of its total assets in equity  securities of nationally and state
     chartered banks (other than money center banks),  thrifts,  and the holding
     or  parent  companies  of  such  depository  institutions,  and in  savings

     accounts of mutual  thrifts.  Under the new policy,  the Fund would  invest
     under normal  market  conditions at least 65% of its total assets in equity
     securities of companies engaged in financial  services.  Financial services
     companies may include the following:

          banks;  bank holding  companies;  investment  banks;  trust companies;
          insurance  companies;  finance companies;  securities  broker-dealers;
          electronic-trading  networks;  investment management firms; custodians
          of  financial  assets;  companies  engaged  in  trading,  dealing,  or
          managing  commodities;  companies that invest significantly or deal in
          financial  instruments;  government-sponsored  financial  enterprises;
          thrift and savings banks;  conglomerates with significant  interest in
          financial  services  companies;  fund  financial  services  companies;
          companies  that  process  financial  transactions;  administrators  of
          financial  products  or  services;   companies  that  render  services
          primarily  to  other  financial  services  companies;  companies  that
          produce,  sell,  or market  software or hardware  related to financial
          services or products or directed to financial services companies;  and
          other companies whose assets or earnings can be significantly affected
          by financial instruments or services.

     The  purpose  of the  change is to  permit  the Fund to invest in a broader
     array of financial  services  companies in the belief that they may present
     potentially  attractive  investment  opportunities.  This  change  is  also
     subject to shareholder approval.

*    A change in the name of the Fund to "ING Pilgrim Financial Services Fund."

     A meeting of the Fund  shareholders will be scheduled to consider these and
related  proposals.  Proxy  statements  that  provide  details will be mailed to
shareholders in the first quarter of 2001.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE