PILGRIM PRIME RATE TRUST
497, 1999-10-21
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                                                          SEC File No. 333-61831
                          Filed Pursuant to Rule 497(h)

                              PROSPECTUS SUPPLEMENT
                       (To Prospectus Dated June 18, 1999)

                            PILGRIM PRIME RATE TRUST

                    24,712.399 Shares Of Beneficial Interest

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

     During the period of October 18, 1999  through  October 19,  1999,  Pilgrim
Prime Rate Trust (the "Trust") sold 24,712.399 shares of beneficial  interest of
the Trust  through  the Trust's  Shareholder  Investment  Program  pursuant to a
Distribution Agreement with Pilgrim Securities, Inc. ("PSI") at a sales price of
$9.3290 per share.

Gross Proceeds ..................................  $230,556.22
Commission to PSI ...............................  $  1,000.00
Net Proceeds to Trust ...........................  $229,556.22

     On October 15, 1999, the last day of the corresponding  pricing period, the
last reported sales price of the Shares on the NYSE was 9 7/16.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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

           The Date of this Prospectus Supplement is October 21, 1999.


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