SEC File No. 333-61831
                          Filed Pursuant to Rule 497(h)

                              Prospectus Supplement
                       (To Prospectus Dated June 18, 1999)

                            PILGRIM PRIME RATE TRUST

                      750,000 Shares Of Beneficial Interest
                                -----------------

     On November 11, 1999,  Pilgrim  Prime Rate Trust (the "Trust") sold 750,000
shares  of  beneficial  interest  of  the  Trust  through  privately  negotiated
transactions pursuant to a Distribution Agreement with Pilgrim Securities,  Inc.
("PSI").  The highest and lowest  executed sales price at which shares were sold
was $9.07.

Gross Proceeds ..............................      $6,802,500.00
Commission to PSI............................      $   15,000.00
Net Proceeds to Trust........................      $6,787,500.00

     On November 11, 1999,  the last day of the  corresponding  pricing  period,
the last reported sales price of the Shares on the NYSE was 9 3/8.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                             ----------------------

           The Date of this Prospectus Supplement is November 16, 1999