PILGRIM AMERICA BANK & THRIFT FUND INC
497, 1998-04-07
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                      Supplement dated April 7, 1998 to the
                     Statement of Additional Information for
                   Pilgrim America Bank and Thrift Fund, Inc.
                             Dated October 17, 1997

         The third paragraph under "Portfolio  Transactions" on page 9 is hereby
replaced with the following paragraph:

         While it will continue to be the Fund's general policy to seek first to
obtain the most favorable price and execution  available,  in selecting a broker
to execute portfolio transactions for the Fund, the Fund may also give weight to
the ability of a broker to furnish  brokerage and research  services to the Fund
or the Investment Manager, even if the specific services were not imputed to the
Fund and were useful to the Investment  Manager in advising  other  clients.  In
negotiating  commissions  with a  broker,  the Fund may  therefore  pay a higher
commission  than would be the case if no weight were given to the  furnishing of
these  supplemental  services,  provided that the amount of such  commission has
been  determined  in good faith by the  Investment  Manager to be  reasonable in
relation to the value of the  brokerage and research  services  provided by such
broker.



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