Securities Act File No. 33-849
                                                  Securities Act File No. 33-847
                                                Securities Act File No. 33-91706
                                                Securities Act File No. 33-67852
                                                Securities Act File No. 33-56881
                                                Securities Act File No. 02-34552
                                                Securities Act File No. 33-56094
                                               Securities Act File No. 333-33445
                                                Securities Act File No. 02-14767
                                               Securities Act File No. 333-59745



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

          Supplement dated March 26, 2001 to the Class A, B, C, M and T
   U.S. Equity Funds and Equity & Income Funds Prospectus dated March 1, 2001

FUND REORGANIZATION

     On March 15,  2001,  shareholders  approved the  reorganization  of Pilgrim
LargeCap  Leaders  Fund into  Pilgrim  MagnaCap  Fund.  The  reorganization  was
completed  on March  23,  2001.  Shares of the  Pilgrim  LargeCap  Leaders  Fund
therefore are no longer being offered.


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE