SEC FILE NO. 333-68239
                                                          SEC FILE NO. 333-61831

                            PILGRIM PRIME RATE TRUST

              Supplement dated December 10, 1999 to the Prospectus
                               dated June 18, 1999


On December 7, 1999,  Pilgrim  Investments named Daniel A. Norman and Jeffrey A.
Bakalar Senior  Portfolio  Managers for Pilgrim Prime Rate Trust (the "Trust") .
The  biographies  for Mr.  Norman and Mr.  Bakalar that appear under the heading
"Portfolio  Management"  on page 24 are  hereby  deleted in their  entirety  and
replaced with the paragraphs  below.  The biography for Howard Tiffen is deleted
in its entirety.

          DANIEL A. NORMAN -- Mr. Norman is Senior Vice President, Treasurer and
          Senior  Portfolio  Manager  of  the  Trust.  He  served  as  Assistant
          Portfolio  Manager of the Trust from  September 1996 to December 1999.
          Mr. Norman is a Senior Vice  President of Pilgrim  Investments  (since
          December 1994), and Senior Vice President of Pilgrim Securities (since
          November  1995).  Mr.  Norman  has  served  as  an  officer  of  other
          affiliates  of  Pilgrim   Capital  since  February  1992.  Mr.  Norman
          co-manages the Trust with Jeffrey A. Bakalar.

          JEFFREY A. BAKALAR -- Mr.  Bakalar is Senior Vice President and Senior
          Portfolio  Manager  of the  Trust.  He served as  Assistant  Portfolio
          Manager of the Trust from  February  1998 to December  1999.  Prior to
          joining Pilgrim  Investments,  Inc., Mr. Bakalar was Vice President of
          First National Bank of Chicago (July  1994-January 1998) and Corporate
          Finance Officer of the Securitized  Products Group of Continental Bank
          (November  1993 - July 1994).  Mr.  Bakalar  co-manages the Trust with
          Daniel A. Norman.


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