Securities Act File No. 2-34552
                                                 Securities Act File No. 2-14767
                                                Securities Act File No. 33-56094


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

                         Supplement dated June 11, 2001
                   to the Class Q Prospectus dated May 1, 2001


1.   CHANGE IN PORTFOLIO MANAGERS FOR PILGRIM MAGNACAP FUND.

     Effective June 18, 2001, the following  disclosure  replaces the disclosure
under "Management of the Funds--MagnaCap Fund" on page 57 of the Prospectus:

     Thomas  Jackson,  Senior Vice  President and Senior  Portfolio  Manager for
     value equity strategies at ING Pilgrim,  has served as Portfolio Manager of
     MagnaCap  Fund since June 2001.  Prior to joining ING Pilgrim in June 2001,
     Mr. Jackson was a Managing Director at Prudential  Investments  (April 1990
     through  December  2000).  Prior to April 1990,  Mr.  Jackson was  Co-Chief
     Investment  Officer and Managing Director at Century Capital Associates and
     Red Oak Advisors Inc.

2.   CHANGE IN PORTFOLIO MANAGERS FOR PILGRIM GROWTH AND INCOME FUND.

     Effective June 18, 2001, the following  disclosure  replaces the disclosure
under  "Management  of the  Funds--Growth  and  Income  Fund"  on page 56 of the
Prospectus:

     Thomas  Jackson,  Senior Vice  President and Senior  Portfolio  Manager for
     value equity strategies at ING Pilgrim,  has served as Portfolio Manager of
     Growth and Income  Fund since June 2001.  Prior to joining  ING  Pilgrim in
     June 2001,  Mr. Jackson was a Managing  Director at Prudential  Investments
     (April 1990 through  December  2000).  Prior to April 1990, Mr. Jackson was
     Co-Chief  Investment  Officer  and  Managing  Director  at Century  Capital
     Associates and Red Oak Advisors Inc.

3.   CHANGE IN PORTFOLIO MANAGERS FOR PILGRIM BALANCED FUND.

     Effective June 18, 2001, the following  disclosure  replaces the disclosure
under "Management of the Funds--Balanced Fund" on page 58 of the Prospectus:

     The  following   individuals  share   responsibility   for  the  day-to-day
     management of the Balanced Fund:

     Thomas  Jackson,  Senior Vice  President and Senior  Portfolio  Manager for
     value equity strategies at ING Pilgrim,  has served as Portfolio Manager of
     the equity  portion of Balanced Fund since June 2001.  Prior to joining ING
     Pilgrim in June 2001,  Mr.  Jackson was a Managing  Director at  Prudential
     Investments  (April 1990 through  December 2000).  Prior to April 1990, Mr.
     Jackson was Co-Chief  Investment  Officer and Managing  Director at Century
     Capital Associates and Red Oak Advisors Inc.

     Robert K. Kinsey,  Vice  President and Portfolio  Manager,  has served as a
     Portfolio  Manager of Balanced Fund since May 24, 1999.  Mr. Kinsey manages
     Balanced  Fund's  assets that are  invested in assets other than high yield
     debt  securities.  Prior to  joining  ING  Pilgrim,  Mr.  Kinsey was a Vice
     President and Fixed Income Portfolio  Manager for Federated  Investors from
     January 1995 to March 1999.  From July 1992 to January 1995, Mr. Kinsey was
     a Principal and Portfolio Manager for Harris Investment Management.

     Edwin  Schriver,  Senior Vice  President  of ING  Pilgrim,  has served as a
     Senior  Portfolio  Manager of the high yield portion of the Balanced Fund's
     assets since October 2000. Prior to joining ING Pilgrim, Mr. Schriver was a
     Senior High Yield Analyst for Dreyfus  Corporation since 1998. From 1996 to
     1997,  Mr.  Schriver  was the  President  of  Crescent  City  Research,  an
     investment  research and software firm.  Prior to 1996,  Mrs.  Schriver was
     President of an SEC registered  investment  adviser and held various senior
     portfolio management positions.


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