UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 13F

Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: September 30, 1999

Check here if Amendment [ ]; Amendment Number: ____
This Amendment (Check only one.):       [ ] is a restatement.
[ ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:           Pilgrim Baxter Value Investors, Inc.
Address:        825 Duportail Road
                Wayne, PA 19444

Form 13F File Number: 28-2506

The institutional  investment  manager filing this report and the person by whom
it is signed hereby  represent  that the person signing the report is authorized
to  submit  it,  that all  information  contained  herein is true,  correct  and
complete,  and  that it is  understood  that  all  required  items,  statements,
schedules, lists, and tables, are considered integral parts of this form. Person
Signing this Report on Behalf of Reporting Manager:

Name:           Michael T. Brophy
Title:          Senior Compliance Officer
Phone:          (610) 578-1281

Signature, Place, and Date of Signing:
Michael T. Brophy       Wayne, PA               11/1/1999
[Signature]             [City, State]           [Date]

Report Type (Check only one.):

[ ] 13F HOLDINGS REPORT.  (Check here if all holdings of this reporting manager
are  reported  in this  report.)  [X] 13F NOTICE.  (Check here if no holdings
reported  are in this report,  and all holdings are reported by other  reporting
manager(s).)  [ ] 13F  COMBINATION  REPORT.  (Check here if a portion of the
holdings  for this  reporting  manager are reported in this report and a portion
are reported by other reporting manager(s).)

List of Other Managers Reporting for this Manager:

13F File Number                     Name
28-1904                    Pilgrim Baxter & Associates, Ltd.

I AM SIGNING THIS REPORT AS REQUIRED BY THE SECURITIES EXCHANGE ACT OF 1934.