January 31, 1996

                         SUPPLEMENT TO THE PROSPECTUS OF
                           PIONEER CAPITAL GROWTH FUND
                                February 24, 1995
                         revised as of October 12, 1995


Effective  January 31,  1996,  the Fund will offer Class C shares in addition to
the  Class A and  Class B  shares  described  in the  attached  Prospectus.  The
following information  supplements the corresponding sections in the Prospectus.
Please consult the Prospectus for the full text of each section so supplemented.

I. EXPENSE INFORMATION

This table is designed to help you understand the charges and expenses that you,
as a shareholder,  will bear directly or indirectly when you invest in the Class
C shares of the Fund. The table reflects annual operating  expenses based on the
actual Class A expenses  incurred  during the Fund's  fiscal year as reported in
its most  recent  Prospectus.  Other  expenses  for Class C shares  are based on
amounts  estimated  to have been  incurred  during the same fiscal year had such
shares been outstanding.



Shareowner Transaction Expenses                                                       Class C Shares
                                                                                     
 Maximum Initial Sales Charge on Purchases (as a percentage of offering price)          None
 Maximum Sales Charge on Reinvestment of Dividends                                      None
 Maximum Deferred Sales Charge (as a percentage of original purchase
   price or redemption proceeds, as applicable)                                         1.00%
 Redemption Fee 1                                                                       None
 Exchange Fee                                                                           None


- -------------------
1 Separate  fees  (currently  $10 and $20,  respectively)  apply to domestic and
international bank wire transfers of redemption proceeds.


Pioneer Capital Growth Fund (for the year ended October 31, 1994)
Annual Operating Expenses                                 (As a Percentage of Average Net Assets):
                                                                      
 Management Fee                                                          0.65%
 12b-1 Fees                                                              1.00%
 Other Expenses                                                          0.39%
                                                                         -----
 Total Operating Expenses                                                2.04%
                                                                         =====


Example:

You would pay the following fees and expenses on a $1,000  investment in Class C
shares* of the Fund, assuming a 5% annual return and constant expenses,  with or
without redemption at the end of each time period:

Class C shares *                      1 Year   3 Years  5 Years  10 Years
- --Assuming complete
  redemption at end of period           $31      $64      $110     $247
- --Assuming no redemption                $21      $64      $110     $247
- --------------
* Class C shares  redeemed during the first year after purchase are subject to a
1% Contingent Deferred Sales Charge ("CDSC").

The example above assumes  reinvestment of all dividends and  distributions  and
that the percentage amounts listed under "Annual Operating  Expenses" remain the
same each year.

The  example  is  designed  for  information  purposes  only,  and should not be
considered a  representation  of past or future expenses or return.  Actual fund
expenses and return vary from year to year and may be higher or lower than those
shown.


II. FINANCIAL HIGHLIGHTS

Class C shares is a new classes of shares;  no  financial  highlights  exist for
Class C shares.

V. FUND SHARE ALTERNATIVES

The Fund  continuously  offers three  Classes of shares  designated  as Class A,
Class B and Class C shares, as described more fully in "How to Buy Fund Shares."
If you do not specify in your instructions to the Fund which Class of shares you
wish  to  purchase,   exchange  or  redeem,  the  Fund  will  assume  that  your
instructions apply to Class A shares.

Class A Shares.  If you invest less than $1 million in Class A shares,  you will
pay an initial sales charge.  Certain  purchases may qualify for reduced initial
sales  charges.  If you invest $1  million  or more in Class A shares,  no sales
charge will be imposed at the time of purchase,  however, shares redeemed within
12 months of  purchase  may be subject to a  contingent  deferred  sales  charge
("CDSC").  Class A shares are  subject to  distribution  and  service  fees at a
combined  annual  rate of up to 0.25% of the  Fund's  average  daily net  assets
attributable to Class A shares.

Class B  Shares.  If you plan to  invest  up to  $250,000,  Class B  shares  are
available to you.  Class B shares are sold without an initial sales charge,  but
are subject to a CDSC of up to 4% if redeemed  within six years.  Class B shares
are subject to distribution  and service fees at a combined annual rate of 1.00%
of the Fund's  average  daily net assets  attributable  to Class B shares.  Your
entire  investment  in Class B shares is available to work for you from the time
you make your investment, but the higher distribution fee paid by Class B shares
will cause your Class B shares (until conversion) to have a higher expense ratio
and to pay lower  dividends,  to the  extent  dividends  are paid,  than Class A
shares.  Class B shares will automatically  convert to Class A shares,  based on
relative net asset value, eight years after the initial purchase.

Class C Shares. Class C shares are sold without an initial sales charge, but are
subject to a 1% CDSC if they are redeemed  within the first year after purchase.
Class C shares are subject to distribution and service fees at a combined annual
rate of up to 1.00% of the Fund's average daily net assets attributable to Class
C shares.  Your entire investment in Class C shares is available to work for you
from the time you make your investment,  but the higher distribution fee paid by
Class C shares will cause your Class C shares to have a higher expense ratio and
to pay lower  dividends,  to the extent dividends are paid, than Class A shares.
Class C shares have no conversion feature.

Selecting a Class of Shares.  The decision as to which Class to purchase depends
on the  amount  you  invest,  the  intended  length of the  investment  and your
personal  situation.  If you are making an investment that qualifies for reduced
sales charges,  you might  consider Class A shares.  If you prefer not to pay an
initial  sales charge on an  investment of $250,000 or less and you plan to hold
the investment for at least six years, you might consider Class B shares. If you
prefer not to pay an initial  sales charge and you plan to hold your  investment
for one to eight years, you may prefer Class C shares.

VII. HOW TO BUY FUND SHARES

You may buy Fund shares from any  securities  broker-  dealer  which has a sales
agreement with PFD. If you do not have a securities  broker-dealer,  please call
1-800-225-6292.  Shares will be purchased at the public offering price, that is,
the net asset value per share plus any  applicable  sales charge,  next computed
after receipt of a purchase order, except as set forth below.






The  minimum  initial  investment  is $1,000 for C shares,  except as  specified
below. The minimum subsequent  investment is $500 for Class C shares except that
the subsequent  minimum  investment  amount for Class C share accounts may be as
little as $50 if an automatic investment plan (see "Automatic Investment Plans")
is established.

Class C Shares

You may buy Class C shares at net  asset  value  without  the  imposition  of an
initial  sales  charge;  however,  Class C shares  redeemed  within  one year of
purchase will be subject to a CDSC of 1.00%.  The charge will be assessed on the
amount equal to the lesser of the current market value or the original  purchase
cost of the shares  being  redeemed.  No CDSC will be imposed  on  increases  in
account value above the initial  purchase price,  including  shares derived from
the reinvestment of dividends or capital gains distributions.  Class C shares do
not convert to any other Class of Fund shares.

For the purpose of determining  the time of any purchase,  all payments during a
quarter will be aggregated and deemed to have been made on the first day of that
quarter. In processing redemptions of Class C shares, the Fund will first redeem
shares not subject to any CDSC, and then shares held for the shortest  period of
time during the one-year period.  As a result,  you will pay the lowest possible
CDSC.

Proceeds  from  the  CDSC  are  paid to PFD and are  used in whole or in part to
defray PFD's expenses related to providing  distribution-related services to the
Fund in  connection  with the sale of Class C shares,  including  the payment of
compensation to broker-dealers.

Waiver or Reduction of Contingent Deferred Sales Charge.
The CDSC on Class C shares  and on any Class A shares  subject  to a CDSC may be
waived or reduced as follows:  (a) for  automatic  redemptions  as  described in
"Systematic Withdrawal Plans" (limited to 10% of the value of the shares subject
to the  CDSC);  (b) if the  redemption  results  from the  death or a total  and
permanent  disability (as defined in Section 72 of the Code) occurring after the
purchase of the shares  being  redeemed of a  shareowner  or  participant  in an
employer-sponsored  retirement plan; (c) if the distribution part of a series of
substantially equal payments made over the life expectancy of the participant or
the joint life expectancy of the participant and his or her beneficiary;  (d) if
the  distribution  is from an  employer-sponsored  retirement  plan and is (i) a
return of excess employee deferrals or contributions; (ii) a qualifying hardship
distribution  as defined by the Code;  (iii) from a termination  of  employment;
(iv) the  distribution is in the form of a loan to a participant in a plan which
permits loans; or (v) from a qualified defined  contribution plan and represents
a  participant's  directed  transfer  (provided  that  this  privilege  has been
pre-authorized through a prior agreement with PFD regarding participant directed
transfers).

The CDSC on Class B and Class C shares  and on any Class A shares  subject  to a
CDSC may be waived or  reduced  for either  non-retirement  or  retirement  plan
accounts if: (a) the  redemption is made by any state,  county,  or city, or any
instrumentality,  department,  authority, or agency thereof, which is prohibited
by applicable  laws from paying a CDSC in  connection  with the  acquisition  of
shares of any registered investment management company; or (b) the redemption is
made pursuant to the Fund's right to liquidate or involuntarily redeem shares in
a shareowner's account.

IX. HOW TO EXCHANGE FUND SHARES

You should  consider the  differences  in objectives and policies of the Pioneer
mutual funds, as described in each fund's current prospectus,  before making any
exchange.  For the protection of the Fund's  performance and  shareholders,  the
Fund and PFD reserve the right to refuse any exchange  request or  restrict,  at
any time without  notice,  the number  and/or  frequency of exchanges to prevent
abuses of the exchange privilege. Such abuses may arise from frequent trading in
response  to  short-term  market  fluctuations,  a  pattern  of  trading  by  an
individual  or group that  appears to be an attempt to "time the market," or any
other exchange request which, in the view of management, will have a detrimental
effect  on the  Fund's  portfolio  management  strategy  or its  operations.  In
addition, the Fund and PFD reserve the right to charge a fee for exchanges or to
modify,  limit,  suspend or  discontinue  the exchange  privilege with notice to
shareholders as required by law.






X.  DISTRIBUTION PLANS

The Fund has adopted a Plan of Distribution for each Class of shares (the "Class
A Plan," "Class B Plan," and "Class C Plan") in accordance with Rule 12b-1 under
the 1940 Act pursuant to which certain distribution fees are paid to PFD.

The  Class C Plan  provides  that  the  Fund  will  compensate  PFD by  paying a
distribution  fee at the annual  rate of 0.75% of the Fund's  average  daily net
assets  attributable  to Class C shares and a service  fee at the annual rate of
0.25% of the Fund's average daily net assets attributable to Class C shares. The
distribution  fee is intended  to  compensate  PFD for its Class C  distribution
services to the Fund. The service fee is intended to be additional  compensation
for personal services and/or account maintenance  services with respect to Class
C shares.  PFD also receives the proceeds of any CDSC imposed on the  redemption
of Class C shares.

Commissions of up to 1% of the amount invested in Class C shares,  consisting of
0.75% of the amount  invested  and a first  year's  service  fee of 0.25% of the
amount invested,  are paid to  broker-dealers  who have selling  agreements with
PFD. PFD may advance to dealers the first year service fee at a rate up to 0.25%
of the purchase  price of such shares and, as  compensation  therefore,  PFD may
retain the  service  fee paid by the Fund with  respect  to such  shares for the
first year after  purchase.  Commencing in the 13th month following the purchase
of  Class  C  shares,   dealers  will  become  eligible  for  additional  annual
distribution fees and services fees of up to 0.75% and 0.25%,  respectively,  of
the purchase price with respect to such shares.

Dealers may from time to time be required to meet  certain  criteria in order to
receive  service fees.  PFD or its affiliates are entitled to retain all service
fees  payable  under the Class C Plan for which  there is no dealer of record or
for which qualification standards have not been met as partial consideration for
personal services and/or account  maintenance  services  performed by PFD or its
affiliates for shareowner accounts.

XII.  SHAREHOLDER SERVICES

Additional Investments

You may add to your  account  by  sending a check  (minimum  of $500 for Class C
shares) to PSC (account number and Class of shares should be clearly indicated).

XIII. THE FUND

The Fund reserves the right to create and issue additional series of shares. The
Trustees have the authority,  without further shareowner  approval,  to classify
and  reclassify  the shares of the Fund, or any  additional  series of the Fund,
into one or more classes.  As of the date of this  Supplement to the Prospectus,
the Trustees have authorized the issuance of three classes of shares, designated
Class A, Class B and Class C. The shares of each class  represent an interest in
the same portfolio of investments of the Fund. Each class has equal rights as to
voting,  redemption,  dividends  and  liquidation,  except that each class bears
different  distribution  and  transfer  agent fees and may bear  other  expenses
properly  attributable  to the  particular  class.  Class A, Class B and Class C
shareholders  have  exclusive  voting  rights  with  respect  to the Rule  12b-1
distribution  plans  adopted by holders of those shares in  connection  with the
distribution of shares.

XIV. INVESTMENT RESULTS

The  average  annual  total  return  (for a  designated  period  of  time) on an
investment in the Class C shares of the Fund may be included in  advertisements,
and furnished to existing or prospective shareholders.  The average annual total
return for Class C shares is computed in accordance with the SEC's  standardized
formula.   The  calculation  assumes  the  reinvestment  of  all  dividends  and
distributions  at net asset  value and does not reflect the impact of federal or
state income taxes. In addition, for Class C shares the calculation reflects the
deduction of any applicable CDSC.

0196-3112
(C) Pioneer Funds Distributor, Inc.


                                                               January 31, 1996

                         SUPPLEMENT TO THE PROSPECTUS OF
                           PIONEER EQUITY-INCOME FUND
                                February 24, 1995
                         revised as of October 16, 1995

Effective  January 31,  1996,  the Fund will offer Class C shares in addition to
the  Class A and  Class B  shares  described  in the  attached  Prospectus.  The
following information  supplements the corresponding sections in the Prospectus.
Please consult the Prospectus for the full text of each section so supplemented.

I. EXPENSE INFORMATION

This table is designed to help you understand the charges and expenses that you,
as a shareholder,  will bear directly or indirectly when you invest in the Class
C shares of the Fund. The table reflects annual operating  expenses based on the
actual Class A expenses  incurred  during the Fund's  fiscal year as reported in
its most  recent  Prospectus.  Other  expenses  for Class C shares  are based on
amounts  estimated  to have been  incurred  during the same fiscal year had such
shares been outstanding.



Shareowner Transaction Expenses                                                       Class C Shares
                                                                                     
 Maximum Initial Sales Charge on Purchases (as a percentage of offering price)          None
 Maximum Sales Charge on Reinvestment of Dividends                                      None
 Maximum Deferred Sales Charge (as a percentage of original purchase
   price or redemption proceeds, as applicable)                                         1.00%
 Redemption Fee 1                                                                       None
 Exchange Fee                                                                           None

- -------------------
1 Separate  fees  (currently  $10 and $20,  respectively)  apply to domestic and
international bank wire transfers of redemption proceeds.


Pioneer Equity-Income Fund (for the year ended October 31, 1994)
Annual Operating Expenses                                 (As a Percentage of Average Net Assets):
                                                                      
 Management Fee                                                          0.65%
 12b-1 Fees                                                              1.00%
 Other Expenses                                                          0.27%
                                                                         -----
 Total Operating Expenses                                                1.92%
                                                                         =====


Example:

You would pay the following fees and expenses on a $1,000  investment in Class C
shares* of the Fund, assuming a 5% annual return and constant expenses,  with or
without redemption at the end of each time period:

Class C shares *                    1 Year  3 Years    5 Years    10 Years
- --Assuming complete
  redemption at end of period        $30      $60        $104        $237
- --Assuming no redemption             $20      $60        $104        $237
- --------------
* Class C shares  redeemed during the first year after purchase are subject to a
1% Contingent Deferred Sales Charge ("CDSC").

The example above assumes  reinvestment of all dividends and  distributions  and
that the percentage amounts listed under "Annual Operating  Expenses" remain the
same each year.

The  example  is  designed  for  information  purposes  only,  and should not be
considered a  representation  of past or future expenses or return.  Actual fund
expenses and return vary from year to year and may be higher or lower than those
shown.


II. FINANCIAL HIGHLIGHTS

Class C shares is a new classes of shares;  no  financial  highlights  exist for
Class C shares.

V. FUND SHARE ALTERNATIVES

The Fund  continuously  offers three  Classes of shares  designated  as Class A,
Class B and Class C shares, as described more fully in "How to Buy Fund Shares."
If you do not specify in your instructions to the Fund which Class of shares you
wish  to  purchase,   exchange  or  redeem,  the  Fund  will  assume  that  your
instructions apply to Class A shares.

Class A Shares.  If you invest less than $1 million in Class A shares,  you will
pay an initial sales charge.  Certain  purchases may qualify for reduced initial
sales  charges.  If you invest $1  million  or more in Class A shares,  no sales
charge will be imposed at the time of purchase,  however, shares redeemed within
12 months of  purchase  may be subject to a  contingent  deferred  sales  charge
("CDSC").  Class A shares are  subject to  distribution  and  service  fees at a
combined  annual  rate of up to 0.25% of the  Fund's  average  daily net  assets
attributable to Class A shares.

Class B  Shares.  If you plan to  invest  up to  $250,000,  Class B  shares  are
available to you.  Class B shares are sold without an initial sales charge,  but
are subject to a CDSC of up to 4% if redeemed  within six years.  Class B shares
are subject to distribution  and service fees at a combined annual rate of 1.00%
of the Fund's  average  daily net assets  attributable  to Class B shares.  Your
entire  investment  in Class B shares is available to work for you from the time
you make your investment, but the higher distribution fee paid by Class B shares
will cause your Class B shares (until conversion) to have a higher expense ratio
and to pay lower  dividends,  to the  extent  dividends  are paid,  than Class A
shares.  Class B shares will automatically  convert to Class A shares,  based on
relative net asset value, eight years after the initial purchase.

Class C Shares. Class C shares are sold without an initial sales charge, but are
subject to a 1% CDSC if they are redeemed  within the first year after purchase.
Class C shares are subject to distribution and service fees at a combined annual
rate of up to 1.00% of the Fund's average daily net assets attributable to Class
C shares.  Your entire investment in Class C shares is available to work for you
from the time you make your investment,  but the higher distribution fee paid by
Class C shares will cause your Class C shares to have a higher expense ratio and
to pay lower  dividends,  to the extent dividends are paid, than Class A shares.
Class C shares have no conversion feature.

Selecting a Class of Shares.  The decision as to which Class to purchase depends
on the  amount  you  invest,  the  intended  length of the  investment  and your
personal  situation.  If you are making an investment that qualifies for reduced
sales charges,  you might  consider Class A shares.  If you prefer not to pay an
initial  sales charge on an  investment of $250,000 or less and you plan to hold
the investment for at least six years, you might consider Class B shares. If you
prefer not to pay an initial  sales charge and you plan to hold your  investment
for one to eight years, you may prefer Class C shares.

VII. HOW TO BUY FUND SHARES

You may buy Fund shares from any  securities  broker-  dealer  which has a sales
agreement with PFD. If you do not have a securities  broker-dealer,  please call
1-800-225-6292.  Shares will be purchased at the public offering price, that is,
the net asset value per share plus any  applicable  sales charge,  next computed
after receipt of a purchase order, except as set forth below.






The  minimum  initial  investment  is $1,000 for C shares,  except as  specified
below. The minimum subsequent  investment is $500 for Class C shares except that
the subsequent  minimum  investment  amount for Class C share accounts may be as
little as $50 if an automatic investment plan (see "Automatic Investment Plans")
is established.

Class C Shares

You may buy Class C shares at net  asset  value  without  the  imposition  of an
initial  sales  charge;  however,  Class C shares  redeemed  within  one year of
purchase will be subject to a CDSC of 1.00%.  The charge will be assessed on the
amount equal to the lesser of the current market value or the original  purchase
cost of the shares  being  redeemed.  No CDSC will be imposed  on  increases  in
account value above the initial  purchase price,  including  shares derived from
the reinvestment of dividends or capital gains distributions.  Class C shares do
not convert to any other Class of Fund shares.

For the purpose of determining  the time of any purchase,  all payments during a
quarter will be aggregated and deemed to have been made on the first day of that
quarter. In processing redemptions of Class C shares, the Fund will first redeem
shares not subject to any CDSC, and then shares held for the shortest  period of
time during the one-year period.  As a result,  you will pay the lowest possible
CDSC.

Proceeds  from  the  CDSC  are  paid to PFD and are  used in whole or in part to
defray PFD's expenses related to providing  distribution-related services to the
Fund in  connection  with the sale of Class C shares,  including  the payment of
compensation to broker-dealers.

Waiver or Reduction of Contingent Deferred Sales Charge.
The CDSC on Class C shares  and on any Class A shares  subject  to a CDSC may be
waived or reduced as follows:  (a) for  automatic  redemptions  as  described in
"Systematic Withdrawal Plans" (limited to 10% of the value of the shares subject
to the  CDSC);  (b) if the  redemption  results  from the  death or a total  and
permanent  disability (as defined in Section 72 of the Code) occurring after the
purchase of the shares  being  redeemed of a  shareowner  or  participant  in an
employer-sponsored  retirement plan; (c) if the distribution part of a series of
substantially equal payments made over the life expectancy of the participant or
the joint life expectancy of the participant and his or her beneficiary;  (d) if
the  distribution  is from an  employer-sponsored  retirement  plan and is (i) a
return of excess employee deferrals or contributions; (ii) a qualifying hardship
distribution  as defined by the Code;  (iii) from a termination  of  employment;
(iv) the  distribution is in the form of a loan to a participant in a plan which
permits loans; or (v) from a qualified defined  contribution plan and represents
a  participant's  directed  transfer  (provided  that  this  privilege  has been
pre-authorized through a prior agreement with PFD regarding participant directed
transfers).

The CDSC on Class B and Class C shares  and on any Class A shares  subject  to a
CDSC may be waived or  reduced  for either  non-retirement  or  retirement  plan
accounts if: (a) the  redemption is made by any state,  county,  or city, or any
instrumentality,  department,  authority, or agency thereof, which is prohibited
by applicable  laws from paying a CDSC in  connection  with the  acquisition  of
shares of any registered investment management company; or (b) the redemption is
made pursuant to the Fund's right to liquidate or involuntarily redeem shares in
a shareowner's account.

IX. HOW TO EXCHANGE FUND SHARES

You should  consider the  differences  in objectives and policies of the Pioneer
mutual funds, as described in each fund's current prospectus,  before making any
exchange.  For the protection of the Fund's  performance and  shareholders,  the
Fund and PFD reserve the right to refuse any exchange  request or  restrict,  at
any time without  notice,  the number  and/or  frequency of exchanges to prevent
abuses of the exchange privilege. Such abuses may arise from frequent trading in
response  to  short-term  market  fluctuations,  a  pattern  of  trading  by  an
individual  or group that  appears to be an attempt to "time the market," or any
other exchange request which, in the view of management, will have a detrimental
effect  on the  Fund's  portfolio  management  strategy  or its  operations.  In
addition, the Fund and PFD reserve the right to charge a fee for exchanges or to
modify,  limit,  suspend or  discontinue  the exchange  privilege with notice to
shareholders as required by law.


X.  DISTRIBUTION PLANS

The Fund has adopted a Plan of Distribution for each Class of shares (the "Class
A Plan," "Class B Plan," and "Class C Plan") in accordance with Rule 12b-1 under
the 1940 Act pursuant to which certain distribution fees are paid to PFD.

The  Class C Plan  provides  that  the  Fund  will  compensate  PFD by  paying a
distribution  fee at the annual  rate of 0.75% of the Fund's  average  daily net
assets  attributable  to Class C shares and a service  fee at the annual rate of
0.25% of the Fund's average daily net assets attributable to Class C shares. The
distribution  fee is intended  to  compensate  PFD for its Class C  distribution
services to the Fund. The service fee is intended to be additional  compensation
for personal services and/or account maintenance  services with respect to Class
C shares.  PFD also receives the proceeds of any CDSC imposed on the  redemption
of Class C shares.

Commissions of up to 1% of the amount invested in Class C shares,  consisting of
0.75% of the amount  invested  and a first  year's  service  fee of 0.25% of the
amount invested,  are paid to  broker-dealers  who have selling  agreements with
PFD. PFD may advance to dealers the first year service fee at a rate up to 0.25%
of the purchase  price of such shares and, as  compensation  therefore,  PFD may
retain the  service  fee paid by the Fund with  respect  to such  shares for the
first year after  purchase.  Commencing in the 13th month following the purchase
of  Class  C  shares,   dealers  will  become  eligible  for  additional  annual
distribution fees and services fees of up to 0.75% and 0.25%,  respectively,  of
the purchase price with respect to such shares.

Dealers may from time to time be required to meet  certain  criteria in order to
receive  service fees.  PFD or its affiliates are entitled to retain all service
fees  payable  under the Class C Plan for which  there is no dealer of record or
for which qualification standards have not been met as partial consideration for
personal services and/or account  maintenance  services  performed by PFD or its
affiliates for shareowner accounts.

XII.  SHAREHOLDER SERVICES

Additional Investments

You may add to your  account  by  sending a check  (minimum  of $500 for Class C
shares) to PSC (account number and Class of shares should be clearly indicated).

XIII. THE FUND

The Fund reserves the right to create and issue additional series of shares. The
Trustees have the authority,  without further shareowner  approval,  to classify
and  reclassify  the shares of the Fund, or any  additional  series of the Fund,
into one or more classes.  As of the date of this  Supplement to the Prospectus,
the Trustees have authorized the issuance of three classes of shares, designated
Class A, Class B and Class C. The shares of each class  represent an interest in
the same portfolio of investments of the Fund. Each class has equal rights as to
voting,  redemption,  dividends  and  liquidation,  except that each class bears
different  distribution  and  transfer  agent fees and may bear  other  expenses
properly  attributable  to the  particular  class.  Class A, Class B and Class C
shareholders  have  exclusive  voting  rights  with  respect  to the Rule  12b-1
distribution  plans  adopted by holders of those shares in  connection  with the
distribution of shares.

XIV. INVESTMENT RESULTS

The  average  annual  total  return  (for a  designated  period  of  time) on an
investment in the Class C shares of the Fund may be included in  advertisements,
and furnished to existing or prospective shareholders.  The average annual total
return for Class C shares is computed in accordance with the SEC's  standardized
formula.   The  calculation  assumes  the  reinvestment  of  all  dividends  and
distributions  at net asset  value and does not reflect the impact of federal or
state income taxes. In addition, for Class C shares the calculation reflects the
deduction of any applicable CDSC.

0196-3122
(C) Pioneer Funds Distributor, Inc.


                                                               January 31, 1996

                         SUPPLEMENT TO THE PROSPECTUS OF
                               PIONEER GOLD SHARES
                                February 24, 1995
                         revised as of October 23, 1995

Effective  January 31,  1996,  the Fund will offer Class C shares in addition to
the  Class A and  Class B  shares  described  in the  attached  Prospectus.  The
following information  supplements the corresponding sections in the Prospectus.
Please consult the Prospectus for the full text of each section so supplemented.

I. EXPENSE INFORMATION

This table is designed to help you understand the charges and expenses that you,
as a shareholder,  will bear directly or indirectly when you invest in the Class
C shares of the Fund. The table reflects annual operating  expenses based on the
actual Class A expenses  incurred  during the Fund's  fiscal year as reported in
its most  recent  Prospectus.  Other  expenses  for Class C shares  are based on
amounts  estimated  to have been  incurred  during the same fiscal year had such
shares been outstanding.



Shareowner Transaction Expenses                                                       Class C Shares
                                                                                     
 Maximum Initial Sales Charge on Purchases (as a percentage of offering price)          None
 Maximum Sales Charge on Reinvestment of Dividends                                      None
 Maximum Deferred Sales Charge (as a percentage of original purchase
   price or redemption proceeds, as applicable)                                         1.00%
 Redemption Fee 1                                                                       None
 Exchange Fee                                                                           None

- -------------------
1 Separate  fees  (currently  $10 and $20,  respectively)  apply to domestic and
international bank wire transfers of redemption proceeds.


Pioneer Gold Shares (for the year ended October 31, 1994)
Annual Operating Expenses                                 (As a Percentage of Average Net Assets):
                                                                      
 Management Fee (after fee reduction) 1                                  0.25%
 12b-1 Fees                                                              1.00%
 Other Expenses                                                          1.42%
                                                                         -----
 Total Operating Expenses (after fee reduction) 1                        2.67%
                                                                         =====

Annual Operating Expenses Absent Fee Reduction       (As a Percentage of Average Net Assets)
                                                                      
Management Fee                                                           0.65%
Total Operating Expenses                                                 3.05%

- ------------
1 Pioneering  Management  Corporation ("PMC") has agreed not to impose a portion
of its management fee and to make other arrangements, if necessary, to limit the
operating  expenses  of the Class A shares  of the Fund to 1.75% of its  average
daily net assets; the portion of fund-wide  expenses  attributable to Class B or
Class C shares  will be reduced  only to the extent they are reduced for Class A
shares.  This  agreement  is  voluntary  and  temporary  and may be  revised  or
terminated at any time.



Example:

You would pay the following fees and expenses on a $1,000  investment in Class C
shares* of the Fund, assuming a 5% annual return and constant expenses,  with or
without redemption at the end of each time period:






Class C shares *                    1 Year     3 Years   5 Years    10 Years
- --Assuming complete
  redemption at end of period        $37         $83       $141       $309
- --Assuming no redemption             $27         $83       $141       $309
- --------------
* Class C shares  redeemed during the first year after purchase are subject to a
1% Contingent Deferred Sales Charge ("CDSC").

The example above assumes  reinvestment of all dividends and  distributions  and
that the percentage amounts listed under "Annual Operating  Expenses" remain the
same each year.

The  example  is  designed  for  information  purposes  only,  and should not be
considered a  representation  of past or future expenses or return.  Actual fund
expenses and return vary from year to year and may be higher or lower than those
shown.

II. FINANCIAL HIGHLIGHTS

Class C shares is a new classes of shares;  no  financial  highlights  exist for
Class C shares.

V. FUND SHARE ALTERNATIVES

The Fund  continuously  offers three  Classes of shares  designated  as Class A,
Class B and Class C shares, as described more fully in "How to Buy Fund Shares."
If you do not specify in your instructions to the Fund which Class of shares you
wish  to  purchase,   exchange  or  redeem,  the  Fund  will  assume  that  your
instructions apply to Class A shares.

Class A Shares.  If you invest less than $1 million in Class A shares,  you will
pay an initial sales charge.  Certain  purchases may qualify for reduced initial
sales  charges.  If you invest $1  million  or more in Class A shares,  no sales
charge will be imposed at the time of purchase,  however, shares redeemed within
12 months of  purchase  may be subject to a  contingent  deferred  sales  charge
("CDSC").  Class A shares are  subject to  distribution  and  service  fees at a
combined  annual  rate of up to 0.25% of the  Fund's  average  daily net  assets
attributable to Class A shares.

Class B  Shares.  If you plan to  invest  up to  $250,000,  Class B  shares  are
available to you.  Class B shares are sold without an initial sales charge,  but
are subject to a CDSC of up to 4% if redeemed  within six years.  Class B shares
are subject to distribution  and service fees at a combined annual rate of 1.00%
of the Fund's  average  daily net assets  attributable  to Class B shares.  Your
entire  investment  in Class B shares is available to work for you from the time
you make your investment, but the higher distribution fee paid by Class B shares
will cause your Class B shares (until conversion) to have a higher expense ratio
and to pay lower  dividends,  to the  extent  dividends  are paid,  than Class A
shares.  Class B shares will automatically  convert to Class A shares,  based on
relative net asset value, eight years after the initial purchase.

Class C Shares. Class C shares are sold without an initial sales charge, but are
subject to a 1% CDSC if they are redeemed  within the first year after purchase.
Class C shares are subject to distribution and service fees at a combined annual
rate of up to 1.00% of the Fund's average daily net assets attributable to Class
C shares.  Your entire investment in Class C shares is available to work for you
from the time you make your investment,  but the higher distribution fee paid by
Class C shares will cause your Class C shares to have a higher expense ratio and
to pay lower  dividends,  to the extent dividends are paid, than Class A shares.
Class C shares have no conversion feature.

Selecting a Class of Shares.  The decision as to which Class to purchase depends
on the  amount  you  invest,  the  intended  length of the  investment  and your
personal  situation.  If you are making an investment that qualifies for reduced
sales charges,  you might  consider Class A shares.  If you prefer not to pay an
initial  sales charge on an  investment of $250,000 or less and you plan to hold
the investment for at least six years, you might consider



Class B shares. If you prefer not to pay an initial sales charge and you plan to
hold your investment for one to eight years, you may prefer Class C shares.

VII. HOW TO BUY FUND SHARES

You may buy Fund shares from any  securities  broker-  dealer  which has a sales
agreement with PFD. If you do not have a securities  broker-dealer,  please call
1-800-225-6292.  Shares will be purchased at the public offering price, that is,
the net asset value per share plus any  applicable  sales charge,  next computed
after receipt of a purchase order, except as set forth below.

The  minimum  initial  investment  is $1,000 for C shares,  except as  specified
below. The minimum subsequent  investment is $500 for Class C shares except that
the subsequent  minimum  investment  amount for Class C share accounts may be as
little as $50 if an automatic investment plan (see "Automatic Investment Plans")
is established.

Class C Shares

You may buy Class C shares at net  asset  value  without  the  imposition  of an
initial  sales  charge;  however,  Class C shares  redeemed  within  one year of
purchase will be subject to a CDSC of 1.00%.  The charge will be assessed on the
amount equal to the lesser of the current market value or the original  purchase
cost of the shares  being  redeemed.  No CDSC will be imposed  on  increases  in
account value above the initial  purchase price,  including  shares derived from
the reinvestment of dividends or capital gains distributions.  Class C shares do
not convert to any other Class of Fund shares.

For the purpose of determining  the time of any purchase,  all payments during a
quarter will be aggregated and deemed to have been made on the first day of that
quarter. In processing redemptions of Class C shares, the Fund will first redeem
shares not subject to any CDSC, and then shares held for the shortest  period of
time during the one-year period.  As a result,  you will pay the lowest possible
CDSC.

Proceeds  from  the  CDSC  are  paid to PFD and are  used in whole or in part to
defray PFD's expenses related to providing  distribution-related services to the
Fund in  connection  with the sale of Class C shares,  including  the payment of
compensation to broker-dealers.

Waiver or Reduction of Contingent Deferred Sales Charge.
The CDSC on Class C shares  and on any Class A shares  subject  to a CDSC may be
waived or reduced as follows:  (a) for  automatic  redemptions  as  described in
"Systematic Withdrawal Plans" (limited to 10% of the value of the shares subject
to the  CDSC);  (b) if the  redemption  results  from the  death or a total  and
permanent  disability (as defined in Section 72 of the Code) occurring after the
purchase of the shares  being  redeemed of a  shareowner  or  participant  in an
employer-sponsored  retirement plan; (c) if the distribution part of a series of
substantially equal payments made over the life expectancy of the participant or
the joint life expectancy of the participant and his or her beneficiary;  (d) if
the  distribution  is from an  employer-sponsored  retirement  plan and is (i) a
return of excess employee deferrals or contributions; (ii) a qualifying hardship
distribution  as defined by the Code;  (iii) from a termination  of  employment;
(iv) the  distribution is in the form of a loan to a participant in a plan which
permits loans; or (v) from a qualified defined  contribution plan and represents
a  participant's  directed  transfer  (provided  that  this  privilege  has been
pre-authorized through a prior agreement with PFD regarding participant directed
transfers).

The CDSC on Class B and Class C shares  and on any Class A shares  subject  to a
CDSC may be waived or  reduced  for either  non-retirement  or  retirement  plan
accounts if: (a) the  redemption is made by any state,  county,  or city, or any
instrumentality,  department,  authority, or agency thereof, which is prohibited
by applicable  laws from paying a CDSC in  connection  with the  acquisition  of
shares of any registered investment management company; or (b) the redemption is
made pursuant to the Fund's right to liquidate or involuntarily redeem shares in
a shareowner's account.






IX. HOW TO EXCHANGE FUND SHARES

You should  consider the  differences  in objectives and policies of the Pioneer
mutual funds, as described in each fund's current prospectus,  before making any
exchange.  For the protection of the Fund's  performance and  shareholders,  the
Fund and PFD reserve the right to refuse any exchange  request or  restrict,  at
any time without  notice,  the number  and/or  frequency of exchanges to prevent
abuses of the exchange privilege. Such abuses may arise from frequent trading in
response  to  short-term  market  fluctuations,  a  pattern  of  trading  by  an
individual  or group that  appears to be an attempt to "time the market," or any
other exchange request which, in the view of management, will have a detrimental
effect  on the  Fund's  portfolio  management  strategy  or its  operations.  In
addition, the Fund and PFD reserve the right to charge a fee for exchanges or to
modify,  limit,  suspend or  discontinue  the exchange  privilege with notice to
shareholders as required by law.

X.  DISTRIBUTION PLANS

The Fund has adopted a Plan of Distribution for each Class of shares (the "Class
A Plan," "Class B Plan," and "Class C Plan") in accordance with Rule 12b-1 under
the 1940 Act pursuant to which certain distribution fees are paid to PFD.

The  Class C Plan  provides  that  the  Fund  will  compensate  PFD by  paying a
distribution  fee at the annual  rate of 0.75% of the Fund's  average  daily net
assets  attributable  to Class C shares and a service  fee at the annual rate of
0.25% of the Fund's average daily net assets attributable to Class C shares. The
distribution  fee is intended  to  compensate  PFD for its Class C  distribution
services to the Fund. The service fee is intended to be additional  compensation
for personal services and/or account maintenance  services with respect to Class
C shares.  PFD also receives the proceeds of any CDSC imposed on the  redemption
of Class C shares.

Commissions of up to 1% of the amount invested in Class C shares,  consisting of
0.75% of the amount  invested  and a first  year's  service  fee of 0.25% of the
amount invested,  are paid to  broker-dealers  who have selling  agreements with
PFD. PFD may advance to dealers the first year service fee at a rate up to 0.25%
of the purchase  price of such shares and, as  compensation  therefore,  PFD may
retain the  service  fee paid by the Fund with  respect  to such  shares for the
first year after  purchase.  Commencing in the 13th month following the purchase
of  Class  C  shares,   dealers  will  become  eligible  for  additional  annual
distribution fees and services fees of up to 0.75% and 0.25%,  respectively,  of
the purchase price with respect to such shares.

Dealers may from time to time be required to meet  certain  criteria in order to
receive  service fees.  PFD or its affiliates are entitled to retain all service
fees  payable  under the Class C Plan for which  there is no dealer of record or
for which qualification standards have not been met as partial consideration for
personal services and/or account  maintenance  services  performed by PFD or its
affiliates for shareowner accounts.

XII.  SHAREHOLDER SERVICES

Additional Investments

You may add to your  account  by  sending a check  (minimum  of $500 for Class C
shares) to PSC (account number and Class of shares should be clearly indicated).

XIII. THE FUND

The Fund reserves the right to create and issue additional series of shares. The
Trustees have the authority,  without further shareowner  approval,  to classify
and  reclassify  the shares of the Fund, or any  additional  series of the Fund,
into one or more classes.  As of the date of this  Supplement to the Prospectus,
the Trustees have authorized the issuance of three classes of shares, designated
Class A, Class B and Class C. The shares of each class  represent an interest in
the same portfolio of investments of the Fund. Each class has equal rights as to
voting,  redemption,  dividends  and  liquidation,  except that each class bears
different  distribution  and  transfer  agent fees and may bear  other  expenses
properly  attributable  to the  particular  class.  Class A, Class B and Class C


shareholders  have  exclusive  voting  rights  with  respect  to the Rule  12b-1
distribution  plans  adopted by holders of those shares in  connection  with the
distribution of shares.

XIV. INVESTMENT RESULTS

The  average  annual  total  return  (for a  designated  period  of  time) on an
investment in the Class C shares of the Fund may be included in  advertisements,
and furnished to existing or prospective shareholders.  The average annual total
return for Class C shares is computed in accordance with the SEC's  standardized
formula.   The  calculation  assumes  the  reinvestment  of  all  dividends  and
distributions  at net asset  value and does not reflect the impact of federal or
state income taxes. In addition, for Class C shares the calculation reflects the
deduction of any applicable CDSC.

0196-3124
(C) Pioneer Funds Distributor, Inc.

                                                               January 31, 1996

                                  SUPPLEMENT TO
                   THE STATEMENT OF ADDITIONAL INFORMATION OF

Fund                                               Dated (revised)
- ----                                               ---------------
PIONEER BOND FUND                           October 27, 1995
PIONEER CAPITAL GROWTH FUND                 February 24, 1995 (October 12, 1995)
PIONEER CASH RESERVES FUND                  March 31, 1995 (January 5, 1996)
PIONEER EMERGING MARKETS FUND               March 31, 1995 (October 16, 1995)
PIONEER EQUITY-INCOME FUND                  February 24, 1995 (October 16, 1995)
PIONEER EUROPE FUND                         February 28, 1995 (October 9, 1995)
PIONEER GOLD SHARES                         February 24, 1995 (October 23, 1995)
PIONEER GROWTH SHARES                       April 28, 1995 (October 16, 1995)
PIONEER INCOME FUND                         April 28, 1995 (October 6, 1995)
PIONEER INDIA FUND                          February 28, 1995 (October 2, 1995)
PIONEER INTERMEDIATE TAX-FREE FUND          April 28, 1995 (December 20, 1995)
PIONEER INTERNATIONAL GROWTH FUND           March 27, 1995 (December 6, 1995)
PIONEER SMALL COMPANY FUND                  November 1, 1995 (November 29, 1995)
PIONEER TAX-FREE INCOME FUND                April 28, 1995 (June 19, 1995)

The following information supplements the corresponding sections in the attached
Statement of Additional  Information ("SAI").  Please consult the Fund's SAI for
the full text of each section supplemented.

UNDERWRITING AGREEMENT AND DISTRIBUTION PLANS

Class C Plan

         The Class C Plan  provides  that the Fund will pay PFD,  as the  Fund's
distributor  for its Class C shares,  a distribution  fee accrued daily and paid
quarterly,  equal on an annual  basis to 0.75% of the Fund's  average  daily net
assets  attributable  to Class C shares and will pay PFD a service  fee equal to
0.25% of the Fund's average daily net assets attributable to Class C shares. PFD
will in turn pay to securities  dealers which enter into a sales  agreement with
PFD a  distribution  fee and a service  fee at rates of up to 0.75%  and  0.25%,
respectively,  of the Fund's  average daily net assets  attributable  to Class C
shares  owned by  investors  for whom that  securities  dealer is the  holder or
dealer of record. The service fee is intended to be in consideration of personal
services and/or account maintenance services rendered by the dealer with respect
to Class C shares.  PFD will advance to dealers the first-year  service fee at a
rate equal to 0.25% of the amount invested.  As compensation  therefor,  PFD may
retain the  service  fee paid by the Fund with  respect  to such  shares for the
first year after  purchase.  Commencing  in the  thirteenth  month  following  a
purchase of Class C shares,  dealers will become eligible for additional service
fees at a rate of up to 0.25% of the amount invested and additional compensation
at a rate of up to 0.75% of the amount  invested  with  respect to such  shares.
Dealers  may from time to time be  required to meet  certain  other  criteria in
order to receive  service fees. PFD or its affiliates are entitled to retain all
service  fees  payable  under the  Class C Plan for which  there is no dealer of
record  or for  which  qualification  standards  have not  been  met as  partial
consideration  for  personal  services  and/or  account   maintenance   services
performed by PFD or its affiliates for shareholder accounts.

         The purpose of  distribution  payments to PFD under the Class C Plan is
to  compensate  PFD for its  distribution  services  with respect to the Class C
shares of the Fund.  PFD pays  commissions  to  dealers as well as  expenses  of
printing prospectuses and reports used for sales purposes, expenses with respect
to   the   preparation   and   printing   of   sales    literature   and   other
distribution-related expenses, including, without limitation, the cost necessary
to provide  distribution-related  services, or personnel, travel office expenses
and  equipment.  The Class C Plan also  



provides that PFD will receive all CDSCs  attributable  to Class C shares.  (See
"Distributions Plans" in the Prospectus.)

         As of the date of this  Supplement,  the Fund has not incurred any fees
pursuant to the Class C Plan.

SHAREHOLDER SERVICING/TRANSFER AGENT

         The Fund has contracted with Pioneering Services  Corporation  ("PSC"),
60 State Street,  Boston,  Massachusetts,  to act as shareholder servicing agent
and transfer agent for the Fund. PSC receives from the Fund an annual fee of $22
for each  equity fund Class C  shareholder  account,  $30 for each fixed  income
Class C shareholder  account,  and $28 for each money market shareholder account
as compensation for the services described in the Fund's Statement of Additional
Information

DESCRIPTION OF SHARES

         Each Fund's Declaration of Trust authorizes the Trustees to classify or
reclassify any series of the shares into one or more classes.  Pursuant thereto,
the Trustees  have  authorized  the  issuance of three  classes of shares of the
Fund,  designated as Class A, Class B and Class C shares.  Each share of a class
of a Fund represents an equal  proportionate  interest in the assets of the Fund
allocable to that class.  Upon  liquidation  of any Fund,  shareholders  of each
class of the Fund  are  entitled  to share  pro rata in the  Fund's  net  assets
allocable to such class available for  distribution to  shareholders.  Each Fund
reserves the right to create and issue  additional  series or classes of shares,
in which case the shares of each class of a series would participate  equally in
the  earnings,  dividends and assets  allocable to that class of the  particular
series.

DETERMINATION OF NET ASSET VALUE

         Class C are offered at net asset value  without  the  imposition  of an
initial sales charge, but are subject to a CDSC.

SYSTEMATIC WITHDRAWAL PLANS

         Periodic  checks of $50 or more will be sent to the  applicant,  or any
person  designated by him,  monthly or quarterly,  provided that withdrawals are
limited  for Class B shares  accounts  to 10% of the value of the account at the
time the plan is  implemented  or for Class C share accounts to 10% of the value
of the shares subject to a CDSC at the time the plan is implemented.

INVESTMENT RESULTS

         Standardized  Average  Annual Total Return  Quotations.  Average annual
total  return  quotations  for each Class of Fund shares are computed by finding
the average  annual  compounded  rates of return that would cause a hypothetical
investment made on the first day of a designated  period (assuming all dividends
and  distributions  are reinvested) to equal the ending redeemable value of such
hypothetical  investment on the last day of the designated  period in accordance
with the following formula:

                            P(1+T)n  =  ERV

Where:
                 P     =     a hypothetical  initial payment of $1000,  less the
                             maximum  sales  load  for  Class  A  shares  or the
                             deduction  of any  CDSCapplicable  to  Class B or C
                             shares as of the end of the period.


                 T     =     average annual total return

                 n     =     number of years

                 ERV   =     ending  redeemable value of the hypothetical  $1000
                             initial  payment  made  at  the  beginning  of  the
                             designated period (or fractional portion thereof)

         For purposes of the above computation,  all dividends and distributions
made by the Fund are reinvested at net asset value during the designated period.
The average annual total return  quotation is determined to the nearest 1/100 of
1%.

         In determining the average annual total return  (calculated as provided
above), recurring fees, if any, that are charged to all shareholder accounts are
taken into  consideration.  For any account  fees that vary with the size of the
account,  the account fee used for purposes of the above  computation is assumed
to be the fee that would be charged to the Fund's mean account size.

         No Class C shares were outstanding prior to January, 1996.

(C) Pioneer Funds Distributor, Inc.