Securities Act File No. 33-849
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                                                Securities Act File No. 33-67852
                                                Securities Act File No. 33-56881
                                                Securities Act File No. 02-34552
                                                Securities Act File No. 33-91706
                                                Securities Act File No. 33-56094
                                               Securities Act File No. 333-33445
                                                Securities Act File No. 02-14767


                            PILGRIM U.S. EQUITY FUNDS
                          PILGRIM EQUITY & INCOME FUNDS

                       Supplement dated November 16, 2000
               to the Class A, B, C, M and T U.S. Equity Funds and
                        Equity & Income Funds Prospectus
                             dated November 1, 2000


1.   PROPOSED FUND REORGANIZATIONS.

     On November 2, 2000, the Board of  Directors/Trustees  of the Pilgrim Funds
approved  proposals to  reorganize  the  following  Disappearing  Funds into the
following Surviving Funds (the "Reorganizations"):

                DISAPPEARING FUND                      SURVIVING FUND
                -----------------                      --------------
          Pilgrim LargeCap Leaders Fund             Pilgrim MagnaCap Fund
          Pilgrim MidCap Value Fund                 Pilgrim MagnaCap Fund

Each  proposed  Reorganization  is subject to  approval by  shareholders  of the
Disappearing Fund. If shareholder approval is obtained,  it is expected that the
Reorganizations would take place in the first quarter of 2001.

2.   CHANGE IN DESCRIPTION OF INVESTMENT STRATEGY FOR PILGRIM LARGECAP GROWTH
     FUND.

     Effective immediately, the following disclosure will replace the disclosure
under "Pilgrim  LargeCap  Growth Fund -- Investment  Strategy" on page 14 of the
Prospectus:

     The  Fund  normally  invests  at  least  65% of its net  assets  in  equity
     securities of large U.S. companies that the portfolio managers believe have
     above-average prospects for growth. The equity securities in which the Fund
     may invest include common and preferred  stock,  warrants,  and convertible
     securities.  The  Fund  considers  a  company  to be  large  if its  market
     capitalization  corresponds at the time of purchase to the upper 90% of the
     S&P 500 Index. As of October 19th, 2000, this meant market  capitalizations
     in the range of $10 billion to $571 billion. Capitalization of companies in
     the S&P 500 Index will change with market conditions.

     The  portfolio  managers  emphasize  a growth  approach  by  searching  for
     companies that they believe are managing change  advantageously  and may be
     poised to exceed growth expectations.  The portfolio managers focus on both
     a  "bottom-up"   analysis  that  evaluates  the  financial   condition  and
     competitiveness of individual  companies and a "top-down" thematic approach
     and a sell discipline.  The portfolio managers seek to identify themes that
     reflect  the major  social,  economic  and  technological  trends that they
     believe are likely to shape the future of business  and  commerce  over the
     next three to five years,  and seek to provide a framework for  identifying
     the industries and companies they believe may benefit most. This "top-down"
     approach is combined  with  rigorous  fundamental  research (a  "bottom-up"
     approach) to guide stock selection and portfolio structure.

3.   EXCHANGES

     Effective  November  6, 2000,  the  following  disclosure  supplements  the
disclosure  under  "Shareholder  Guide -- Transaction  Policies -- Exchanges" on
page 44 of the Prospectus:

     You may also exchange  shares of a Fund for shares of the same class of any
     ING Fund,  without paying any additional sales charge.  Shares subject to a
     CDSC will  continue  to age from the date  that the  original  shares  were
     purchased.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE