Exhibit 12(b)

                                  May 29, 2001

Pilgrim Growth and Income Fund, Inc.
7337 East Doubletree Ranch Road
Scottsdale, Arizona  85258-2034

Re:  Pilgrim Growth and Income Fund
     (File No. 333-52208)

Dear Sirs:

     We hereby consent to the incorporation by reference to our opinion as an
exhibit to Post-Effective Amendment No. 2 to the Registration Statement of
Pilgrim Mutual Funds and to all references to our firm therein. In giving such
consent, however, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended, and the rules and regulations thereunder.

                                        Very truly yours,

                                        /s/ Dechert

                                        Dechert