Securities Act File No.: 02-14767

                       PILGRIM INSTITUTIONAL CLASS SHARES

                Supplement dated December 21, 2001 to the Class I
      International Funds and U.S. Equity Funds and Income Funds Prospectus
                             dated November 9, 2001

On December 17, 2001, the Board of Directors of Pilgrim Growth and Income Fund,
Inc. approved the following measures, which shall be effective March 1, 2002:

1. A change in the name of the Fund to "ING Large Company Value Fund."

2. A change in the Fund's investment strategy. The Board approved a change in
the Fund's investment strategy to increase the Fund's focus on investing in
value-oriented stocks. The change also emphasizes the Fund's investment in the
stock of large companies (as defined in the Prospectus). The Board also
authorized the Fund to utilize several investment techniques the Fund previously
did not use -- exchange-traded index funds and options on currencies.

The following disclosure will replace the disclosure under "Pilgrim Growth and
Income Fund -- Investment Strategy" on page 12 of the Prospectus:

     The Fund will invest at least 80% of its total assets in common stock of
     large companies that the Adviser considers to be undervalued compared to
     the overall stock market. The Adviser considers large companies to consist
     of the 500 largest U.S. companies, as measured by total revenues, net
     assets, cash flow, or earnings, or the 1000 largest U.S. companies, as
     measured by equity market capitalization. Within this universe of large,
     well-established companies, the Adviser will use a disciplined value
     approach to select investments that the Adviser considers to be undervalued
     compared to the overall stock market. The Adviser also analyzes candidates
     for investment for some catalyst or vector of change that may spark an
     increase in the share price.

     The Fund may invest the remaining 20% of its assets in other types of
     securities, including foreign securities and smaller companies. The equity
     securities in which the Fund may invest include common stock, convertible
     securities, rights, warrants, and exchange-traded index funds. To the
     degree that the Fund invests assets in non-U.S. securities, it may hedge
     the currency risk of these holdings with the use of forward contracts or
     options on currencies. Although the Fund normally will be invested as fully
     as practicable in equity securities, assets that are not invested in equity
     securities may be invested in high quality debt securities including bonds,
     notes, debentures, and short-term investments.

     The following disclosure will be added under "Risks" on page 12 of the
Prospectus:

     RISKS OF USING DERIVATIVES - derivatives are subject to the risk of changes
     in the market price of the security, credit risk with respect to the
     counterparty to the derivatives instrument, and the risk of loss due to
     changes in interest rates. The use of certain derivatives may also have a
     leveraging effect, which may increase the volatility of the Fund. The use
     of derivatives may reduce returns for the Fund.

     OTHER INVESTMENT COMPANIES - because the Fund may invest in other
     investment companies, you may indirectly pay a proportionate share of the
     expenses of that other investment company (including management fees,
     administration fees and custodial fees) in addition to the expenses of the
     Fund.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE