PILGRIM EQUITY TRUST
485BPOS, 2001-01-18
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    As filed with the Securities and Exchange Commission on January 18, 2001
                                               Securities Act File No. 333-51966
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-14

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933         [X]

                           Pre-Effective Amendment No.                       [ ]

                         Post-Effective Amendment No. 1                      [X]

                              PILGRIM EQUITY TRUST
               (Exact Name of Registrant as Specified in Charter)

            7337 E. Doubletree Ranch Road, Scottsdale, Arizona 85258
               (Address of Principal Executive Offices) (Zip Code)

                                 (800) 992-0180
                  (Registrant's Area Code and Telephone Number)

                                James M. Hennessy
                          ING Pilgrim Investments, Inc.
                          7337 E. Doubletree Ranch Road
                            Scottsdale, Arizona 85258
                    (Name and Address of Agents for Service)

                                 With copies to:

        Jeffrey S. Puretz                          Steven R. Howard
             Dechert                    Paul, Weiss, Rifkind, Wharton & Garrison
      1775 Eye Street, N.W.                  1285 Avenue of the Americas
       Washington, DC 20006                       New York, NY 10019

                                   ----------

                  Approximate Date of Proposed Public Offering:
   As soon as practicable after this Registration Statement becomes effective.

--------------------------------------------------------------------------------
        It is proposed that this filing will become effective immediately
           pursuant to Rule 485(b) under the Securities Act of 1933.
--------------------------------------------------------------------------------

No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.

================================================================================
<PAGE>
                              PILGRIM EQUITY TRUST

                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement consists of the following papers and documents:

*  Cover Sheet
*  Contents of Registration Statement
*  Explanatory Note
*  Cover Page of Statement of Additional Information
*  Signature Page
*  Exhibit Index
*  Consent of Independent Auditors

                                EXPLANATORY NOTE

     This Post-Effective  Amendment No. 1 to the Registration  Statement on Form
N-14 for Pilgrim Equity Trust incorporates by reference the Registrant's Part A,
Part B and Part C contained in the Registrant's  Registration  Statement on Form
N-14 which was filed with the Securities and Exchange Commission on December 15,
2000.  This  Post-Effective  Amendment  is being filed to add the consent of the
auditor as an exhibit to Part C of the Registration Statement.
<PAGE>
                                     PART B

                              PILGRIM EQUITY TRUST
           -----------------------------------------------------------

                       Statement of Additional Information
                               ________ ___, 2001

           -----------------------------------------------------------

Acquisition of the Assets and Liabilities     By and in Exchange for Shares of
of ING Mid Cap Growth Fund                    Pilgrim MidCap Opportunities Fund
(a series of ING Funds Trust)                 (a series of Pilgrim Equity Trust)
7337 East Doubletree Ranch Road               7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258                     Scottsdale, Arizona 85258

This Statement of Additional Information is available to the Shareholders of ING
Mid Cap Growth Fund in connection with a proposed transaction whereby all of the
assets and  liabilities of ING Mid Cap Growth Fund, a series of ING Funds Trust,
will be transferred to Pilgrim  MidCap  Opportunities  Fund, a series of Pilgrim
Equity Trust, in exchange for shares of Pilgrim MidCap Opportunities Fund.

This  Statement of Additional  Information  of Pilgrim  Equity Trust consists of
this  cover  page  and  the  following  documents,   each  of  which  was  filed
electronically  with the Securities and Exchange  Commission and is incorporated
by reference herein:

1.   The Statement of Additional  Information  for Pilgrim MidCap  Opportunities
     Fund, dated November 1, 2000 and as filed on November 1, 2000 and ING Funds
     Trust, dated November 6, 2000, as filed on November 13, 2000, respectively.

2.   The Financial  Statements of Pilgrim MidCap Opportunities Fund are included
     in the Annual  Report of Pilgrim  Equity Trust dated  December 31, 1999, as
     filed on March 6, 2000.

3.   The Financial Statements for Pilgrim MidCap Opportunities Fund are included
     on the  Semi-Annual  Report of Pilgrim Equity Trust dated June 30, 2000, as
     filed on September 11, 2000.

4.   The  Financial  Statements  of ING Mid Cap Growth Fund are  included in the
     Annual  Report of ING Funds  Trust  dated  October  31,  2000,  as filed on
     January 10, 2001.

This  Statement  of  Additional  Information  is  not  a  prospectus.   A  Proxy
Statement/Prospectus  dated ________ ___, 2001 relating to the reorganization of
ING Mid Cap  Growth  Fund may be  obtained,  without  charge,  by writing to ING
Pilgrim  Investments,  Inc.  at 7337 East  Doubletree  Ranch  Road,  Scottsdale,
Arizona  85258  or  calling   1-800-992-0180.   This   Statement  of  Additional
Information should be read in conjunction with the Proxy Statement/Prospectus.
<PAGE>
                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Post-Effective Amendment to its Registration
Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scottsdale and State of Arizona on the 18th day
of January, 2001.

                                        PILGRIM EQUITY TRUST


                                        By: /s/ James M. Hennessy
                                            ------------------------------------
                                            James M. Hennessy
                                            Senior Executive Vice President
                                            & Secretary

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

        Signature                         Title                      Date
        ---------                         -----                      ----

                                Trustee and Chairman            January 18, 2001
---------------------------
John G. Turner*

                                Trustee and President           January 18, 2001
---------------------------     (Chief Executive Officer)
Robert W. Stallings*

                                Senior Vice President and       January 18, 2001
---------------------------     Principal Financial Officer
Michael J. Roland*

                                Trustee                         January 18, 2001
---------------------------
Robert B. Goode, Jr.*

                                Trustee                         January 18, 2001
---------------------------
Al Burton*

                                Trustee                         January 18, 2001
---------------------------
Jock Patton*

                                Trustee                         January 18, 2001
---------------------------
John R. Smith*
<PAGE>
        Signature                         Title                      Date
        ---------                         -----                      ----

                                Trustee                         January 18, 2001
---------------------------
David W.C. Putnam*

                                Trustee                         January 18, 2001
---------------------------
Walter H. May*

                                Trustee                         January 18, 2001
---------------------------
Paul S. Doherty*

                                Trustee                         January 18, 2001
---------------------------
Alan L. Gosule*

                                Trustee                         January 18, 2001
---------------------------
David W. Wallace*


* By: /s/ James M. Hennessy
      ---------------------------
      James M. Hennessy
      Attorney-in-Fact**

** Executed pursuant to powers of attorney filed as part of Registrant's
   Registration Statement on Form N-14 which was filed with the Securities and
   Exchange Commission on December 15, 2000.
<PAGE>
                                  EXHIBIT INDEX

(14) Consent of Ernst & Young LLP


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