<DOCUMENT>
<TYPE>EX-99.77.B
<SEQUENCE>2
<FILENAME>ex-77b.txt
<DESCRIPTION>INTERNAL CONTROL LETTER
<TEXT>

                                                                 Exhibit 99.77.B

The Board of Trustees
Pilgrim Prime Rate Trust:

In planning and  performing  our audit of the  financial  statements  of Pilgrim
Prime Rate Trust for the year ended February 28, 2001, we considered the Trust's
internal control,  including control activities for safeguarding securities,  in
order to determine our auditing  procedures  for the purpose of  expressing  our
opinion on the financial  statements and to comply with the requirements of Form
N-SAR, not to provide assurance on internal control.

The  management of the Trust is responsible  for  establishing  and  maintaining
internal control. In fulfilling this responsibility,  estimates and judgments by
management  are  required to assess the expected  benefits and related  costs of
controls.  Generally,  controls  that are  relevant  to an audit  pertain to the
entity's objective of preparing financial  statements for external purposes that
are  fairly   presented  in  conformity  with  generally   accepted   accounting
principles.   Those  controls   include  the   safeguarding  of  assets  against
unauthorized acquisition, use, or disposition.

Because of inherent  limitations in internal  control,  error or fraud may occur
and not be detected.  Also,  projection of any evaluation of internal control to
future periods is subject to the risk that it may become  inadequate  because of
changes in conditions or that the  effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in  internal   control  that  might  be  material   weaknesses  under  standards
established  by the  American  Institute  of  Certified  Public  Accountants.  A
material  weakness  is a  condition  in which  the  design or  operation  of the
specific  internal control  components does not reduce to a relatively low level
the risk that  misstatements  caused by error or fraud in amounts  that would be
material in relation to the financial statements being audited may occur and not
be  detected  within a timely  period  by  employees  in the  normal  course  of
performing  their assigned  functions.  However,  we noted no matters  involving
internal  control,  including  controls  for  safeguarding  securities,  that we
consider to be material weaknesses as defined above as of February 28, 2001.

This report is intended solely for the information and use of management and the
Board of Trustees of the Trust and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone  other than these  specified
parties.



April 26, 2001
</TEXT>
</DOCUMENT>
