<DOCUMENT>
<TYPE>497
<SEQUENCE>1
<FILENAME>e6467.txt
<DESCRIPTION>PROSPECTUS SUPPLEMENT DATED 3/1/01
<TEXT>

                                               Securities Act File No. 333-61831
                                               Securities Act File No. 333-68239

                            Pilgrim Prime Rate Trust

                      Supplement dated March 1, 2001 to the
                         Prospectus dated June 30, 2000.


MERGER OF ING PILGRIM INVESTMENTS, INC. INTO ING PILGRIM INVESTMENTS, LLC

Effective  February 26, 2001,  ING Pilgrim  Investments,  Inc.,  the  Investment
Manager  to  Pilgrim  Prime  Rate  Trust  ("Trust"),  merged  into  ING  Pilgrim
Investments, LLC. ING Pilgrim Investments, LLC will continue to manage the Trust
under  the  existing  Investment  Management  Agreement.  All of the  investment
professionals,  officers and  employees of ING Pilgrim  Investments,  Inc.  will
continue  in  their   capacities  as  officers  and  employees  of  ING  Pilgrim
Investments,  LLC, and the same personnel will be responsible  for providing the
investment  advisory  services  to the Trust.  The  merger  will not result in a
change in the advisory fee paid by the Trust.


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
</TEXT>
</DOCUMENT>
